Mount Snow PPM

Copy: __________ Issued To: ______________________________

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

MOUNT SNOW CARINTHIA GROUP 89 Grand Summit Way West Dover, VT 05356

LIMITED PARTNERSHIP INTERESTS OFFERED HEREBY AT A SUBSCRIPTION PRICE PER UNIT OF $500,000* *Subscription price includes $500,000 capital contribution but does not include a $50,000 administrative fee to be paid by each investor. See “Plan of Distribution” beginning on Page 54.

Neither the Securities and Exchange Commission nor any regulatory agency of any state or foreign jurisdiction has approved or disapproved of these securities or passed on the adequacy or accuracy of this private placement memorandum. Any representation to the contrary is a criminal offense.

April 11, 2014

IMPORTANT INFORMATION ABOUT THIS OFFERING AND THIS PRIVATE PLACEMENT MEMORANDUM This private placement memorandum consists of five sections: SECTION 1

OFFERING

SECTION 2

BUSINESS PLAN

SECTION 3

LIMITED PARTNERSHIP AGREEMENTS

SECTION 4

SUBSCRIPTION DOCUMENTS

SECTION 5

EXHIBITS

Please review each section carefully before you make an investment in the Partnership. The term “Partnership” refers to Carinthia Group 1, L.P. and its parallel partnership, Carinthia Group 2, L.P. An investment in the Partnership involves substantial risks. In making an investment decision, you must rely on your own examination of the terms of the offering and the merits and risks involved. You are invited to ask questions of, and upon request may obtain additional information from authorized representatives of the general partner concerning the Partnership, its contemplated business, the terms and conditions of the offering and any other relevant matters to the extent the general partner possesses such information or can acquire it without unreasonable effort or expense. See the section of this private placement memorandum entitled “Risk Factors” for a description of certain factors that you should consider.

THE FOLLOWING PARAGRAPHS CONTAIN IMPORTANT INFORMATION AND DISCLAIMERS THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE PURCHASERS OF LIMITED PARTNERSHIP UNITS. The limited partnership interests (each interest referred to herein as “Unit”) offered hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from registration contained in the Securities Act and Regulation D and Regulation S promulgated thereunder. The Units are being offered to a limited number of persons and investors who will purchase the Units for their own accounts as a long-term investment. There will be no public market for the Units and re-sales and other transfers of the Units are limited by federal and state laws and contractual restrictions contained in a Limited Partnership Agreement (the “Partnership Agreement”). Hedging transactions involving the Units may not be conducted unless in compliance with the Securities Act. This private placement memorandum is not an offer to sell the Units in any jurisdiction to any person where the offer and sale is not permitted. It is the responsibility of any person outside the United States wishing to purchase any Units to satisfy itself as to the full observance of the laws of any relevant territory outside of the United States in connection with any such purchase, including obtaining any required governmental or other consents or observing any other applicable formalities. You will not be permitted to purchase Units and become an investor in the Partnership unless and until your subscription agreement has been accepted by the general partner, which reserves the unconditional right to reject your subscription. In making an investment decision, you must rely on your own examination of the Partnership and the terms of this offering, including the merits and risks involved. An investment in the Units involves a high

degree of risk and the Units are subject to substantial restrictions on transferability and resale. See the section of this private placement memorandum entitled “Risk Factors” for a description of certain factors that you should consider. This private placement memorandum is the only document being used to offer and sell the Units offered hereby. Prospective investors must not rely on any other information, either written or oral, in connection with the decision to purchase the Units offered hereby. No person should consider investing until such person has fully read and understood the contents of this private placement memorandum (including the Exhibits). The general partner will be available to answer questions regarding the terms and conditions of this offering, and any additional information that may be requested by prospective investors. This private placement memorandum has been drafted in the English language and we have not authorized anyone on our behalf to translate this private placement memorandum into any other language. To the extent this private placement memorandum shall be translated into any language other than English, and there are inconsistencies between the original English document and the translated document, the language contained in the English document will supersede the language contained in the translated document. No dealer, salesman or other person has been authorized to give any information or to make any representations in connection with this offering other than those contained in this private placement memorandum, and, if given or made, such information or representations must not be relied upon as having been authorized by us or any other person. Except as otherwise indicated, this private placement memorandum speaks as of the date hereof. There may be changes in our affairs, prospects, or attributes after the date hereof. We do not undertake to update this private placement memorandum to reflect any such change, and neither the delivery of this private placement memorandum nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs after the date hereof. The sale of the Units is subject to the provisions of, and each purchaser of Units will be required to execute, a subscription agreement (which includes a consent to limited partnership agreement), an investor questionnaire and an escrow agreement (collectively referred to in this private placement memorandum as the “Subscription Documents”). Any summary of the terms of a Subscription Document that we provide in this private placement memorandum is subject to and qualified in its entirety by the full text of such Subscription Document. Any purchase of the Units should be made only after a complete and thorough review of the provisions of the Subscription Documents. In the event that any of the terms, conditions, or other provisions of the Subscription Documents are inconsistent with or contrary to the description or terms in this private placement memorandum, the Subscription Documents will control. Investors will be required to represent that they are familiar with and understand the terms of this offering; that they agree to comply with the restrictions on transfer described herein; and that they meet certain investor suitability standards. Parallel Fund Carinthia Group 1, L.P. will be exempt from registration under Section 3(c)(1) of the Investment Company Act of 1940. A separate parallel fund, Carinthia Group 2, L.P., is being established which will rely upon another exemption; it will have an identical investment program, the same general partner and substantially identical Limited Partnership Agreement with that of Carinthia Group 1, L.P. Without altering the economic rights and obligations of the partners, the general partner, in its reasonable discretion, may at any time cause a limited partner to exchange its interest in Carinthia Group 1, L.P. for an economically equivalent interest in the parallel fund, Carinthia Group 2, L.P.

Prospective investors should not rely on the information contained in this private placement memorandum as legal, immigration or tax advice and you are urged to consult with your personal counsel, accountant, or other advisor as to legal, immigration, tax, financial, and other related matters concerning your investment in the Partnership. By accepting receipt of this private placement memorandum, you agree not to copy or furnish copies of the private placement memorandum or any part thereof in any form whatsoever or to disclose information contained herein to persons other than your professional advisors instructed solely to assist you in the evaluation. You and they are prohibited from using the private placement memorandum and any information contained herein other than to evaluate an investment in the Partnership, and acknowledge that written translation of this private placement memorandum, or any part thereof, into any other language is not authorized. The agreements made herein shall survive your withdrawal from the offering and/or the Partnership for whatever reason and shall continue in full force and effect regardless of the eventual result of any application for lawful permanent residence in the United States of America made in conjunction with investment in the Partnership. If you do not invest in the Partnership, then prior to release of any escrow deposit you shall immediately return to the general partner your copy of this private placement memorandum, together with any copies furnished by you to your advisors or counsel.

Section 1 The Offering

TABLE OF CONTENTS INTRODUCTION ........................................................................................................................... 1 SUITABILITY STANDARDS ........................................................................................................ 1 SUMMARY OF THE OFFERING .................................................................................................. 5 ADDITIONAL INFORMATION .................................................................................................... 9 FORWARD LOOKING STATEMENTS AND ASSOCIATED RISKS ......................................... 9 THE PROJECT .............................................................................................................................. 10 THE LOAN FACILITIES .............................................................................................................. 15 U.S. IMMIGRATION FOR EB-5 INVESTORS ........................................................................... 18 RISK FACTORS............................................................................................................................ 24 TERMS OF THE OFFERING ....................................................................................................... 40 MANAGEMENT ........................................................................................................................... 42 FEDERAL INCOME TAX CONSEQUENCES ............................................................................ 43 SUMMARY OF PARTNERSHIP AGREEMENTS ...................................................................... 49 PLAN OF DISTRIBUTION .......................................................................................................... 54 EXIT STRATEGIES...................................................................................................................... 54 TRANSFERABILITY OF UNITS ................................................................................................. 54

INTRODUCTION Carinthia Group 1, L.P. and Carinthia Group 2, L.P. are Vermont limited partnerships (the “Partnership”) that were organized in October 2012 and March 2014, respectively, by their general partner, Mount Snow GP Services LLC (the “general partner”) to finance two construction projects at the Mount Snow Ski Resort in Windham County, Vermont, described in this private placement memorandum (collectively, the “Project”). The sole member of the general partner is Mount Snow Ltd., which is a wholly owned subsidiary of Peak Resorts, Inc. The Partnership will operate as an approved project within the State of Vermont Regional Center (the “regional center”) which is a federally designated “regional center” under Section 610 of the Departments of Commerce, Justice and State, the Judiciary and Related Agencies Appropriations Act of 1993, as amended. As described below on Page 53, the general partner may at its discretion cause a limited partner to exchange its interest in Carinthia Group 1, L.P. for an economically equivalent interest in the parallel fund, Carinthia Group 2, L.P. The Project has been structured to help investors meet the requirements of the immigrant investor program created pursuant to Section 203(b)(5) of the Immigration and Nationality Act (“INA”) and administered by the United States Citizenship and Immigration Services (“USCIS”). The immigrant investor program allocates 10,000 immigrant visas per year to qualified individuals seeking lawful permanent resident status on the basis of their investment in a commercial enterprise. In this private placement memorandum we refer to this program as the “EB-5 Visa Program” and to such qualified individuals as “alien entrepreneurs” or “EB-5 Investors.” The offering is not limited to EB-5 Investors. The Partnership hereby offers for sale on a best efforts basis up to 104 Units in the Partnership at a subscription price of $500,000 (the “subscription price”), with a minimum subscription for all investors of one Unit ($500,000). The subscription price of $500,000 shall constitute a capital contribution to the Partnership. The subscription price does not include an administrative fee of $50,000 per Unit (the “administrative fee”) to be paid to the general partner, which amount shall not constitute a capital contribution, but which amount will be used to pay the fees and expenses of the general partner and Mount Snow Ltd. incurred in structuring and organizing the Project described herein in compliance with the requirements of the EB-5 Visa Program, including marketing, consulting, escrow, legal and other fees and expenses and any fees of foreign broker/dealers, and coordinating with counsel and foreign broker/dealers with respect to the collection of information from potential alien entrepreneurs and other administrative matters arising in connection with their admission as limited partners of the Partnership.

SUITABILITY STANDARDS In General You should invest in the Partnership only if you are willing to assume the risk of a speculative, illiquid, and long-term investment. The decision to accept or reject your subscription will be made by the general partner, in its sole discretion, and is final. The general partner will not accept your subscription until it has reviewed your apparent qualifications and determined that you are eligible to participate in the offering. This offering is being conducted under Regulation D and Regulation S, which were adopted by the SEC under the Securities Act of 1933, as amended (the “Securities Act”). Subscription Agreement You will be required to execute a subscription agreement that contains your representations, among others, that:

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you, either alone or together with your advisors, have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of the purchase of the Unit;

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you have received all information you deem necessary to evaluate the merits and risks of purchasing the Unit and have had the opportunity to ask questions and receive answers concerning the Unit and the Partnership from the general partner;

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you are acquiring the Unit for your own account, for investment only and not with a view to or in connection with any resale or distribution of the Unit;

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you understand that the Units offered by the Partnership are “restricted securities” under applicable federal securities laws and that you may only dispose of your Unit pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available;

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you are either (a) an “accredited investor” (as defined in Regulation D, see below) or (b) not a U.S. person and are purchasing the interest in an offshore transaction (as defined in Regulation S, see below).

Regulation D Regulation D sets forth restrictions on the persons from whom subscriptions may be accepted, and this offering is made in the United States only to “accredited investors” as defined in Regulation D. Your suitability compliance will be evidenced by your completion of the Purchaser Questionnaire, which is included in the Subscription Documents as Section 4 to this private placement memorandum. As of the date of this private placement memorandum an accredited investor includes, among others, any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person: 

Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

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Any private business development company as defined in section 202(a)(22) of the Investment Advisors Act of 1940;

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Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

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Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

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Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000 (for purposes of calculating a natural person's net worth, such natural person's primary residence shall not be included as an asset and (a) indebtedness that is secured by such natural person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (b) indebtedness that is secured by such natural person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability).

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Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

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Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii); and

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Any entity in which all of the equity owners are accredited investors.

Regulation S Regulation S is a safe harbor from the registration requirements of the Securities Act for offshore offers and sales of securities. An offer or sale of securities is made in an “offshore transaction” if: (i) the offer is not made to a person in the United States; and (ii) at the time the buy order is originated, the buyer is outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer is outside the United States. Among other conditions, the purchaser of the securities in a transaction in reliance on Regulation S must certify that it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person or is a U.S. person who purchased securities in a transaction that did not require registration under the Act. A U.S person means: 

Any natural person resident in the United States;

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Any partnership or corporation organized or incorporated under the laws of the United States;

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Any estate of which any executor or administrator is a U.S. person;

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Any trust of which any trustee is a U.S. person;

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Any agency or branch of a foreign entity located in the United States;

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Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

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Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

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Any partnership or corporation if: o o

Organized or incorporated under the laws of any foreign jurisdiction; and Formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined above) who are not natural persons, estates or trusts.

Restrictions Imposed by the USA Patriot Act and Related Acts In accordance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended (the "USA PATRIOT Act"), the units offered hereby may not be offered, sold, transferred or delivered, directly or indirectly, to anyone who is: 

a “designated national,” “specially designated national,” “specially designated terrorist,” “specially designated global terrorist,” “foreign terrorist organization,” or “blocked person” within the definitions set forth in the Foreign Assets Control Regulations of the U.S. Treasury Department;

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acting on behalf of, or an entity owned or controlled by, any government against whom the U.S. maintains economic sanctions or embargoes under the Regulations of the U.S. Treasury Department;

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within the scope of Executive Order 13224 — Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism, effective September 24, 2001;

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subject to additional restrictions imposed by the following statutes or regulations, and executive orders issued there under: the Trading with the Enemy Act, the Iraq Sanctions Act, the National Emergencies Act, the Antiterrorism and Effective Death Penalty Act of 1996, the International Emergency Economic Powers Act, the United Nations Participation Act, the International Security and Development Cooperation Act, the Nuclear Proliferation Prevention Act of 1994, the Foreign Narcotics Kingpin Designation Act, the Iran and Libya Sanctions Act of 1996, the Cuban Democracy Act, the Cuban Liberty and Democratic Solidarity Act and the Foreign Operations, Export Financing and Related Programs Appropriation Act or any other law of similar import as to any non-U.S. country, as each such act or law has been or may be amended, adjusted, modified or reviewed from time to time; or

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designated or blocked, associated or involved in terrorism, or subject to restrictions under laws, regulations, or executive orders as may apply in the future similar to those set forth above.

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SUMMARY OF THE OFFERING This is a summary and does not include all of the information that may be important to you. You should read this entire private placement memorandum and the attached exhibits before you decide to invest in the Partnership. Throughout this private placement memorandum when there is a reference to you it is a reference to you as a potential investor or participant in the Partnership. The Limited Partnerships Carinthia Group 1, L.P. and Carinthia Group 2, L.P. are limited partnerships formed under the laws of the State of Vermont. The principal office of each such partnership is 89 Grand Summit Way, West Dover, VT 05356. These partnerships were formed to conduct the business and activities described below under “—Project Description”. Throughout this memorandum, we refer to both partnerships as “the Partnership.” Carinthia Group 2, L.P. is a parallel partnership formed to comply with the Investment Company Act of 1940. To comply with securities laws, the general partner may, in its reasonable discretion, cause a limited partner to exchange its interests in Carinthia Group 1, L.P. for an economically equivalent interest in Carinthia Group 2, L.P. These two partnerships will serve as co-lenders of the Loan Facilities described on Page 15. The General Partner The general partner of the Partnership is Mount Snow GP Services LLC, a limited liability company organized under the laws of the State of Vermont. The principal office of the general partner is 89 Grand Summit Way, West Dover, VT 05356. The general partner will be responsible for the day to day management of the Partnership. The rights and duties of the general partner are set forth in the Partnership Agreements included in Section 3 of this private placement memorandum. You should read the entire Partnership Agreements before you decide to invest in the Partnership. The sole member of the general partner is Mount Snow Ltd. (“Mount Snow”). Mount Snow owns and operates the Mount Snow Ski Resort, adjacent hotels, a golf course and other parcels of land, all of which are located in West Dover and Wilmington, Windham County, Vermont. Mount Snow is a wholly owned subsidiary of Peak Resorts, Inc., a Missouri corporation (“Peak Resorts”). Peak Resorts is a holding company that, through its wholly owned subsidiaries, owns or leases and operates a total number of 13 day ski areas and overnight drive destination ski areas through the Midwestern, Northeastern and Southeastern United States. Its principal executive offices are located at 17409 Hidden Valley Drive, Wildwood, Missouri 63025. Project Description The Partnership intends to use the proceeds of this offering to fund loans that will be advanced to newly created wholly-owned subsidiaries of Mount Snow to finance the development of two capital projects for the Mount Snow Ski Resort – the West Lake Project and the Carinthia Ski Lodge Project (together, the “Project”). The West Lake Project includes the construction of a new water storage reservoir for snowmaking with capacity of up to 120 million gallons, three new pump houses and the installation of snowmaking pipelines, trail upgrades and expansion, new ski lift and ancillary equipment. The Carinthia Ski Lodge Project includes the construction of Carinthia Ski Lodge, a new three-story approximately 36,000-squarefoot skier service building located at the base of the Carinthia slopes. Carinthia Ski Lodge will include a restaurant, cafeteria and bars with seating for over 600 people, a retail store, convenience store and sales center for lift tickets and rentals. The anticipated overall cost of the Project is $66,000,000, of which $52,000,000 is intended to be funded with the proceeds from this offering and will be supplemented with the additional investment in cash, land or value of $14,000,000 provided by Mount Snow.

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All Units are offered by the Partnership on a “best efforts” basis. There is no assurance that all or any of the desired capital will be raised through the offering. The offering has a minimum amount of $500,000 (one Unit) and, subject to the release of the funds from escrow, the Partnership may utilize proceeds as they are received. To the extent that the offering is not fully subscribed and less than $52,000,000 is raised, the Partnership will allocate up to the first $30,000,000 of subscriptions received and accepted to West Lake Water Project LLC for the development of the West Lake Project. The West Lake Project will be developed in three tranches consisting of $10,000,000 (tranche one), $12,500,000 (tranche two) and $7,500,000 (tranche three). To the extent that the general partner accepts subscriptions for any tranche and the proceeds resulting from such subscriptions do not equal the amount for such tranche set forth above, Mount Snow will be required to make alternative arrangements to finance the balance of the tranche. There can be no assurance that Mount Snow will be able to obtain such additional financing on acceptable terms, or at all. If and when subscriptions received exceed $30,000,000, the next $22,000,000 will be allocated to Carinthia Ski Lodge LLC for the development of the Carinthia Ski Lodge Project. To the extent that the general partner accepts subscriptions for the development of the Carinthia Ski Lodge and the proceeds resulting from such subscriptions do not equal $22,000,000, Mount Snow will be required to make alternative arrangements to finance the balance required to complete the Project. There can be no assurance that Mount Snow will be able to obtain such additional financing on acceptable terms, or at all. For a more complete description of the Project, please see “The Project” below, and “Section 2. Business Plan.” Terms of the Offering You are being offered the opportunity to purchase a Unit in the Partnership. The time period for the offer and sale of the Units began on the date of this private placement memorandum and will continue until the Partnership has received capital contributions from the sale of Units of $52,000,000, unless terminated sooner by the general partner in its discretion. The minimum individual capital contribution to the Partnership is $500,000 which is the minimum investment amount prescribed for qualifying investments in a regional center under the EB-5 Visa Program. To the extent that the minimum qualifying investment amount is increased, the minimum subscription and capital contribution will be increased to match the minimum qualifying investment amount. The minimum subscription may be reduced by the general partner in its discretion in the case of investors that are not EB-5 Investors and such investors will not be required to pay the administrative fee described below. In addition to his or her capital contribution each EB-5 Investor must also pay an administrative fee of $50,000 to the general partner. The administrative fee will be used to pay (including reimbursement of previously paid amounts) the fees and expenses of the general partner and Mount Snow Ltd. incurred in structuring and organizing the Project in compliance with the requirements of the EB-5 Visa Program, including marketing, consulting, escrow, legal and other fees and expenses and any fees of foreign broker/dealers, and coordinating with counsel and foreign broker/dealers with respect to the collection of information from potential alien entrepreneurs and other administrative matters arising in connection with their admission as limited partners of the Partnership. All capital contributions and administrative fees will be held in escrow by People’s United Bank (the “Escrow Agent”) pursuant to the terms of an escrow agreement between the investor, the general partner and the Escrow Agent (the “Escrow Agreement”). Funds will not be released from escrow until USCIS approval of the first I-526 petition filed by an investor in the Partnership (the “Escrow Release Conditions”). Once the Escrow Release Conditions are satisfied, the funds will remain in escrow until released by the general partner to be used to fund the Project. Until such time as the general partner releases the funds from escrow, the general partner may, in its sole discretion, reject an investment in the partnership. The general partner's acceptance of your subscription is discretionary, and the general

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partner may reject your subscription for any reason without incurring any liability to you for this decision. If your subscription is rejected, then all of your funds, including the administrative fee, will be promptly returned to you. The Loan Facilities The capital contributions of investors will be used to fund two credit facilities that the Partnership will enter into with (1) West Lake Water Project LLC, a Vermont limited liability company (“West Lake LLC”) in the amount of $30,000,000 (such facility, the “West Lake facility”) and (2) Carinthia Ski Lodge LLC, a Vermont limited liability company (“Carinthia Ski Lodge LLC” and together with West Lake LLC, the “Developers”) in the amount of $22,000,000 (such facility, the “Carinthia facility” and, together with the West Lake facility, the “facilities”). West Lake LLC and Carinthia Ski Lodge LLC are wholly owned subsidiaries of Mount Snow Ltd. The facilities will be used to develop the West Lake Project and the Carinthia Ski Lodge Project, respectively. Each facility will be represented by a non-revolving line of credit note (“Note”) and subject to the terms of a loan agreement. Interest shall accrue on the unpaid Principal Sum on a simple interest basis at a fixed rate of 1.0% per annum commencing on the First Advance Date until the Maturity Date as set forth in each respective Note. In the event Borrower exercises the Extension Option in the Note, interest shall accrue on the unpaid Principal Sum on a simple interest basis as follows: (i) at a fixed rate of 7.0% per annum commencing on the fifth (5th) anniversary of the First Advance Date; and (ii) a fixed rate of 10.0% per annum commencing on the sixth (6th) anniversary of the First Advance Date until the Maturity Date. Such interest will not be compounded or capitalized. Interest payments shall be paid to the Lender in arrears by the Borrower by way of annual payments on December 1 of each year during which any portion of the Principal Sum is outstanding. Interest shall be computed on the basis of the actual number of days elapsed and a year of 365 days commencing on the First Advance Date. The Developer may prepay the loan at any time subject to the condition that such prepayment does not negatively impact the capacity of the limited partners of the Partnership to be admitted to the United States under the EB-5 Visa Program. For a more complete description of the facilities, please see “The Loan Facilities” below. EB-5 Visa Program The Project has been structured to help investors meet the requirements of the immigrant investor program created pursuant to Section 203(b)(5) of the Immigration and Nationality Act (“INA”) and administered by the United States Citizenship and Immigration Services (“USCIS”). The immigrant investor program allocates 10,000 immigrant visas per year to qualified individuals seeking lawful permanent resident status on the basis of their investment in a commercial enterprise. In this private placement memorandum we refer to this program as the “EB-5 Visa Program” and to such qualified individuals as “alien entrepreneurs” or “EB-5 Investors”. The Project has been structured to qualify under separate provisions in the law that permit: (1) a reduced investment of $500,000, relying upon the presence of the principal place of business of the commercial enterprise within a targeted employment area (“TEA”); and (2) reliance upon a less restrictive indirect job creation requirement due to the location of the Project within an approved regional center (in this case, the Mount Snow Resort is located in the Vermont Regional Center) authorized by the INA under a pilot program that was created in 1992. The pilot program is currently scheduled to expire on September 30, 2015. The U.S. immigration laws and the requirements of the EB-5 Visa Program are complex. You should consult with counsel familiar with U.S. immigration laws and practice. Purchase of a Unit does not guarantee you will receive lawful permanent residence in the United States. Please see “Risk Factors— Risks Related to the Immigration Process” below.

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Risk Factors You should carefully consider a number of significant risk factors inherent in the offering, including risks that affect your ability to achieve lawful permanent residence in the United States and your ability to receive any return on your investment in the Partnership, including the following: 

risks incident to the development and construction of the Project by the Developers that could result in substantial unanticipated delays or budget overruns or, under certain circumstances, the failure to complete the Project;

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the seasonality of the ski resort business and the possible occurrence of events during peak times that could have a negative effect on revenues generated by the Project and the Developers’ ability to service and repay the loans to the Partnership;

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the absence of any guarantee that investment in the Project will assure that your I-526 Petition will be granted by USCIS or, if it is, that you will obtain conditional or unconditional lawful permanent resident status;

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the risk that the Project may fail to create the requisite number of jobs under the EB-5 Visa Program and result in the denial of your I-829 Petition; and

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restrictions on your ability to transfer your Unit in the Partnership which mean that you must be prepared to hold your Unit for an indefinite period of time.

For a more complete description of the risks involved with an investment in this offering, please see “Risk Factors” below. Compensation The administrative fee of $50,000 will be paid to the general partner and will be used to pay (including reimbursement of previously paid amounts) the fees and expenses of the general partner and Mount Snow Ltd. incurred in structuring and organizing the Project in compliance with the requirements of the EB-5 Visa Program, including marketing, consulting, escrow, legal and other fees and expenses and any fees of foreign broker/dealers, and coordinating with counsel and foreign broker/dealers with respect to the collection of information from potential alien entrepreneurs and other administrative matters arising in connection with their admission as limited partners of the Partnership. Other than receiving its general partnership interest and receiving reimbursement for expenses and other costs incurred directly or indirectly by the general partner to fulfill its duties under the Partnership Agreement, the general partner is not entitled to compensation for its services rendered pursuant to the Partnership Agreement. The construction of the West Lake Project and the Carinthia Ski Lodge Project will be overseen by Mount Snow or one of its affiliates, who will enter into contracts with West Lake LLC and Carinthia Ski Lodge LLC for this service. Mount Snow or such affiliate thereof will receive contractor supervision payments of 15% of the build cost for each Project. Return of Funds if I-526 is denied In general, once the General Partner accepts the investment and the funds are released from escrow, the funds are nonrefundable. However, an investor may seek a return of the $500,000 capital contribution and a portion of the $50,000 administrative fee if his or her I-526 petition is denied. Any return of funds is subject to the discretion of the General Partner, and requires that an investor has made a good faith effort to secure USCIS approval of his or her I-526 petition. A request for the return of capital and a portion of the administrative fee must be made in writing to the General Partner.

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ADDITIONAL INFORMATION If you deem it necessary to verify the accuracy of the information referred to in this private placement memorandum, you are invited to: 

ask questions of, and receive answers from, the general partner; and

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obtain information concerning the terms and conditions of this offering, to the extent the general partner possesses the information or can acquire it with reasonable effort or expense.

No one has been authorized to give you any information or make any agreement that is not expressly stated in this private placement memorandum or authorized by the foregoing right to request additional information from the general partner.

FORWARD LOOKING STATEMENTS AND ASSOCIATED RISKS This private placement memorandum includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this private placement memorandum or in any supplement to this private placement memorandum, including without limitation, any statements as to the expected timing of the Project, projected financial condition and operating results, business strategies, plans, intentions, and objectives of management, are forward-looking statements. Nothing contained in this private placement memorandum is, or should be relied upon as, a promise or representation as to future performance. Any statements, assumptions, estimates, projections, intentions, or other forward-looking statements with respect to such future performance set forth in this private placement memorandum are based upon assumptions made, which may or may not prove to be correct. No representation is made as to the accuracy of such statements, assumptions, estimates, projections, and intentions. Furthermore, we are under no duty to update any of the forward-looking statements after the date of this private placement memorandum to conform them to actual results. Important factors that could cause our actual results to differ from our expectations are disclosed in this private placement memorandum, including under the heading “Risk Factors.” You should read carefully the section of this private placement memorandum under the heading “Risk Factors” for a discussion of certain factors that may affect our business, prospects and actual results.

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THE PROJECT Introduction Mount Snow Resort, located in southern Vermont, is the closest major ski area to eastern metropolitan centers, just a 4½ hour drive from the major metropolitan areas of New York City and approximately 2½ hours from Boston. Mount Snow Ski Resort is owned by Mount Snow Ltd., which is a wholly-owned subsidiary of Peak Resorts Inc., headquartered in Missouri. Mount Snow Founded in 1954, Mount Snow is one of the largest resorts in the eastern United States, with a land area of 2,451 acres, of which 894 acres are within the Green Mountain National Forest. Mount Snow Ski Area includes 460 acres of trails spread over four mountain areas (including Carinthia) and served by a network of 20 lifts. Ski terrain features 80 trails, gladed tree-skiing areas, a 400-foot competition superpipe, a minipipe, nine freestyle parks, a tubing park and several beginner areas. With 70% of the trails rated intermediate, it appeals to skiers and snowboarders from throughout the East. The Carinthia area includes almost 100 acres of terrain park features for freestyle skiers and snowboarders. It has been the site for national freestyle competitions drawing thousands of spectators. In addition to skiing and snowboarding, other winter activities include day and night-time snow tubing, snowmobile tours, ski/snowboard lessons, competitions and special events. Summer offerings include an 18-hole golf course, mountain bike trail network, hiking trails, scenic summer chairlift rides and special events/festivals. Lodging accommodations with conference facilities serve transient guests, conference groups and wedding parties. For further information see Section 2 -- Business Plan. Mount Snow was one of the early resorts to use snowmaking, the process of making snow to ensure reliable ski conditions. Initially, 7% of the mountain was covered by snowmaking. Today, almost 80% of the mountain can be covered by snowmaking. Mount Snow’s snowmaking fleet includes high-tech fan guns, which can produce large amounts of snow in a short period of time. Currently, water for snowmaking comes from three storage ponds totaling approximately 22 million gallons. All water withdrawals have been approved by state and federal regulations pursuant to the regulations in place at the time of construction. In 2011 Mount Snow received approval from the State of Vermont Agency of Natural Resources for its Master Development Plan. This plan includes the development of up to 900 residential units; development of 200,000 square feet of new skier service buildings; and mountain improvements including additional snowmaking and new ski lifts. The first phase of the master plan is the redevelopment of the Carinthia Base Area with up to 150 residential units, a new skier service lodge and a redesigned parking area. West Lake Project Both Mount Snow and the Vermont Agency of Natural Resources (“VANR”) have long recognized the need to improve Mount Snow’s snowmaking system and bring its snowmaking sources into compliance with existing minimum flow requirements. Since the 1990s, Mount Snow has been working with the State to look for alternative sources of water for snowmaking and to bring water withdrawals into compliance with current standards. After exploring several options, a proposal to withdraw water from Cold Brook was identified as a viable alternative. Water will be withdrawn from Cold Brook and then pumped to West Lake, a 120-million-gallon water storage facility. From West Lake, water for snowmaking will be pumped to Mount Snow. West Lake will support future snowmaking expansion at Mount Snow Ski Resort and also address long-standing deficiencies of appropriate minimum flows at existing snowmaking water sources. On September 1, 2010, VANR released its “Flow Determination”

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under the environmental protection rules – Chapter 16: Water Withdrawals for Snowmaking (Appendix B). This determination concluded that Mount Snow’s West Lake proposal was consistent with the rules and that VANR would permit the proposed Cold Brook water withdrawal, with various conditions pertaining to conservation flows, flow monitoring, system maintenance and others. Once West Lake is constructed and operational, Mount Snow’s plans include increasing snowmaking coverage to 100% of skiable terrain. This includes 157 acres of new snowmaking terrain, most of which (79%) is located on National Forest Service lands. The Project involves the installation of more than 40,000 feet of pipelines to carry water, air and/or electrical conduit for snowmaking operation. In October 2010, the U.S. Forest Service issued a Decision Notice approving the snowmaking expansion. Mount Snow’s West Lake Project is the culmination of nearly two decades of effort that will provide sufficient water to meet Mount Snow’s snowmaking demands for the foreseeable future, including all anticipated new trail construction, and allow all water withdrawals from Mount Snow’s current water supply sources to either be eliminated or brought into compliance with Vermont’s current snowmaking water withdrawal rules. To support the development of Mount Snow’s new snowmaking operations, Mount Snow will purchase two parcels of raw land in Wilmington, Vermont for development and operation of the water storage reservoir. Upon purchase of the two parcels, Mount Snow will enter into a Ground Lease Agreement with West Lake LLC (the “West Lake Ground Lease”). The West Lake Ground Lease will cover the property comprising the West Lake Project, its development and management, and will operate in tandem with a Water Use Agreement (described below) for supply of snowmaking water to the Mount Snow resort. With this, the West Lake Ground Lease will include use of the proposed pipeline. The West Lake Ground Lease will run for a term of fifty (50) years, with an option to extend for an additional forty-nine (49) years. Rent payments under the West Lake Ground Lease will be $10.00 per year, in addition to the sale of snowmaking water, as further provided in the Water Use Agreement. Mount Snow and West Lake LLC will also enter into a Water Use Agreement for the sale and distribution of snowmaking water to Mount Snow. The term of the Water Use Agreement, insurance requirements, maintenance obligations and default-related provisions will be consistent with the terms of the West Lake Ground Lease. Under the Water Use Agreement, Mount Snow will pay West Lake LLC $5,000.00 per one million gallons of snowmaking water, except as provided in the subordination, non-disturbance and attornment agreement. See “The Loan Facilities – Subordination.” Carinthia Ski Lodge Project The Carinthia Base Area, home to Mount Snow’s freestyle terrain parks, is a key portal to Mount Snow. Mount Snow has proposed the construction of a new approximately 36,000 square-foot ski lodge. The new Carinthia Ski Lodge will serve both day and overnight guests and include a cafeteria, restaurant, two bars, a retail shop, convenience store, ski rentals, ski school, lockers and a game room for kids. The new ski lodge will be the commercial guest services hub for future planned upscale accommodations that are to be built at the Carinthia base area as part of the Mount Snow master development plan. In addition, a new expanded paved parking lot is proposed that will replace the existing dirt lot. The new lot will address existing environmental concerns (iron seep, storm water runoff) that occur with the current parking lot. The Carinthia Ski Lodge Project will be developed on land currently owned and controlled by Mount Snow. Accordingly, Mount Snow will also enter into a Ground Lease Agreement with Carinthia Ski Lodge LLC (the “Carinthia Ground Lease” and, together with the West Lake Ground Lease, the “Ground Leases”) to support the construction of the new Carinthia Ski Lodge. Carinthia Ski Lodge LLC will manage all aspects of the proposed construction. Under the Carinthia Ground Lease, Carinthia Ski Lodge LLC will be granted the right of access over roads, parking areas, driveways, and sidewalks in connection

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with the use of and access to the facility. Full use of the development will be granted to Mount Snow and expressly provided for in the Carinthia Ground Lease. The Carinthia Ground Lease will run for a term of fifty (50) years, with an option to extend for an additional forty-nine (49) years. Rent payments under the Carinthia Ground Lease will be $10.00 per year, except as provided in the subordination, nondisturbance and attornment agreement. See “The Loan Facilities-Subordination.” Permitting The West Lake Project including the snowmaking expansion received a decision notice from the U.S. Forest Service in October 2010. The West Lake Project also must be approved by State of Vermont regulatory agencies. The application is under review by the state and it is anticipated a permit will be issued by early 2014. In October 2010, Mount Snow submitted an Act 250 application with the State of Vermont for its master plan. In July 2011, the Vermont District Environmental Commission approved the master plan in concept. However, each construction project requires a separate application and the issuance of a permit to construct. Mount Snow anticipates that the permitting process for the construction phase is anticipated to conclude in calendar 2014. In addition, land development laws in Vermont determine when and how much land may be opened for development at any one time. Subject to approval by the applicable state, local and federal regulatory agencies under applicable laws and the approval and issuance of all permits required for construction of the Projects, both the West Lake Project and Carinthia Ski Lodge Project are expected to begin preliminary groundbreaking in 2014 The Partnership will not release funds for hard construction costs to the Developers until all applicable approvals and permits have been obtained. Project Cost The anticipated overall cost of the Project is $66,000,000, of which $52,000,000 is intended to be funded with the proceeds from this offering (assuming all Units offered hereby are sold) and will be supplemented with the additional investment in cash, land or value of $14,000,000 provided by Mount Snow. To the extent that the offering is not fully subscribed and less than $52,000,000 is raised, the Partnership will allocate up to the first $30,000,000 of subscriptions received and accepted to West Lake LLC for the development of the West Lake Project. The West Lake Project will be developed in three tranches consisting of $10,000,000 (tranche one), $12,500,000 (tranche two) and $7,500,000 (tranche three). To the extent that the general partner accepts subscriptions for any tranche and the proceeds resulting from such subscriptions do not equal the amount for such tranche set forth above, Mount Snow will be required to make alternative arrangements to finance the balance of the tranche. There can be no assurance that Mount Snow will be able to obtain such additional financing on acceptable terms, or at all. If and when subscriptions received exceed $30,000,000, the next $22,000,000 will be allocated to Carinthia Ski Lodge LLC for the development of the Carinthia Ski Lodge. To the extent that the general partner accepts subscriptions for the development of the Carinthia Ski Lodge and the proceeds resulting from such subscriptions do not equal $22,000,000, Mount Snow will be required to make alternative arrangements to finance the balance required to complete the Project. There can be no assurance that Mount Snow will be able to obtain such additional financing on acceptable terms, or at all.

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EB-5 Visa Program The Project has been structured to help investors meet the requirements of the EB-5 Visa Program and qualify via their investment in the Project to become eligible for admission to the United States as lawful permanent residents with the investor’s qualifying family members. 1. Amount of Investment; Targeted Employment Area: The EB-5 Visa Program typically calls for a minimum investment of $1,000,000 to be invested by EB-5 Investors; however, the minimum investment amount in the case of the Project is reduced to $500,000 because the Project is situated in a TEA. A TEA must meet one of two criteria, the first, concerning population, or the second, concerning high rates of unemployment in towns whose population equals or exceeds 20,000. The first criterion, concerning population, is the relevant criterion for the Project, as it states that if an investment is made in a town or city whose population is less than 20,000, and the town or city is not within a metropolitan statistical area (MSA) as designated by the U.S. Office of Management and Budget, the investment is deemed to have been made in a TEA. The general partner believes that the Project is in a TEA because West Dover and Wilmington, Vermont have a population well below 20,000. 2. Counting Employment Positions Created; State of Vermont Regional Center: To qualify as an investor under the EB-5 Visa Program, each investor must demonstrate that 10 full-time, year-around employment positions will be created on account of the investment for U.S. citizens, lawful permanent residents and other immigrants lawfully authorized to be employed in the United States. Non-immigrant (temporary) workers, the investor, the investor’s spouse and the investor’s children are excluded from the count. A full-time employment position (including one position shared by more than one employee) means one that requires at least 35 hours each week to fulfill. An employment position is deemed created when the worker is remunerated on the payroll of the new enterprise (the “Payroll Condition”). Independent contractors are excluded from the direct employment position creation count. An exception to the Payroll Condition is made if the enterprise is located within and affiliated with a regional center created under a pilot program first enacted by the U.S. Congress in 1992 that provides for the authorization of regional centers by the U.S. Department of Justice, Immigration and Naturalization Service (n/k/a USCIS). Enterprises located within and affiliated with a regional center are not required to employ 10 workers for each qualifying investment. Instead it suffices if the investor demonstrates that at least 10 qualifying employment positions will be created directly or indirectly on account of the investment. In June 1997, the State of Vermont, Agency of Commerce and Community Development (“ACCD”), was granted a designation as an approved regional center under this pilot program. An investment in a commercial enterprise situated within and affiliated with the regional center, the State of Vermont, that fosters economic expansion through increased exports, greater regional productivity, employment creation or additional domestic capital investment, qualifies for the broader view of employment creation. Accordingly, an investor in the Project, which is established in Vermont, is permitted to demonstrate that some, possibly all, of the employment positions created on account of the investment in the enterprise will be indirect employment positions, i.e., not on the payroll of the enterprise. In demonstrating the number of indirect employment positions created the investor may rely upon reasonable methodologies such as multiplier tables, feasibility studies, analyses of foreign and domestic markets for the goods or services to be exported, and other economically or statistically valid forecasting devices which indicate the likelihood that the business will result in increased employment. The general partner has commissioned an economic impact assessment to determine the number of employment positions expected to be created as a result of 104 EB-5 Investors each contributing $500,000 to the Project, and Resort Owner contributing $14,000,000. The methodology employed in the

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assessment was derived from the IMPLAN software model developed by the Minnesota IMPLAN group. This analysis demonstrates that the combined Project development and business activities carried on by the Partnership is expected to create greater than 1040 permanent full time employment positions within the State of Vermont, ACCD regional center and within the United States by the year 2016

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THE LOAN FACILITIES The proceeds from the offering will be used to fund two credit facilities that the Partnership will enter into with (1) West Lake LLC in the amount of up to $30,000,000 and (2) Carinthia Ski Lodge LLC in the amount of up to $22,000,000. To the extent that the offering is not fully subscribed and less than $52,000,000 is raised, up to the first $30,000,000 will be allocated to the West Lake facility and the credit facilities will be reduced accordingly. West Lake LLC and Carinthia Ski Lodge LLC are wholly owned subsidiaries of Mount Snow Ltd. The facilities will be used to develop the West Lake Project and the Carinthia Ski Lodge Project, respectively. Each facility will be represented by a non-revolving line of credit note and subject to the terms of a loan agreement. The following is a summary of certain material terms of the notes, the loan agreements and the guaranties of collection and is qualified in its entirety by the complete text of such documents, which are included in Section 5 of this private placement memorandum. Interest. The loans bear interest at a rate of 1% per annum. Interest accrues on a simple interest basis and 1 is not compounded or capitalized and is payable in arrears semi-annually. In the event Borrower exercises the Extension Option in the Note, interest shall accrue on the unpaid Principal Sum on a simple interest basis as follows: (i) at a fixed rate of 7.0% per annum commencing on the fifth (5th) anniversary of the First Advance Date; and (ii) a fixed rate of 10.0% per annum commencing on the sixth (6th) anniversary of the First Advance Date until the Maturity Date. Such interest will not be compounded or capitalized. Interest payments shall be paid to the Lender in arrears by the Borrower by way of annual payments on December 1 of each year during which any portion of the Principal Sum is outstanding. Interest shall be computed on the basis of the actual number of days elapsed and a year of 365 days commencing on the First Advance Date. The Developer may prepay the loan at any time subject to the condition that such prepayment does not negatively impact the capacity of the limited partners of the Partnership to be admitted to the United States under the EB-5 Visa Program. Maturity. The Borrower shall repay the Loan in full, together with any interest accrued but unpaid thereon, on the maturity date set forth in the Note. The Note shall automatically mature and be due and payable in full, together with any interest accrued but unpaid thereon, on the fifth anniversary date of the first Advance (“First Advance Date”) under the respective Note (the “Maturity Date”); provided, however, the Borrower may upon written consent of the Lender, such consent not to be unreasonably withheld, extend the Maturity Date for a period of up to an additional two (2) years (the “Extension Option”). If the Borrower exercises the Extension Option, then the term “Maturity Date” shall include the Extension Option. It is the Borrower's intention to repay the Principal Sum, together with any interest accrued but unpaid thereto, on the Maturity Date with the proceeds of long-term financing or from other 2 available sources.

1

2

The general partner expects that each Developer will make interest payments from income generated from the Project. See Business Plan in Section 2 of this private placement memorandum. Pending completion of the Projects and commencement of revenues, Mount Snow will put in place working capital facilities which the Developers may utilize to make interest payments to the Partnership. The general partner expects each Developer will consider a number of options to repay the loan to the Partnership upon maturity. Such options include but are not limited to: (1) a strategic refinancing of the facility; (2) reserving funds from operations; (3) the proceeds of a loan from Mount Snow or Peak Resorts; and (4) the purchase of the Developer’s assets by Mount Snow or Peak Resorts or another of its affiliates. See Risk Factors below beginning on page 24.

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Prepayment. The Developer may prepay the loan at any time subject to the condition that such prepayment does not negatively impact the capacity of the limited partners of the Partnership to be admitted to the United States under the EB-5 Visa Program. Covenants. The loan agreement contains covenants with respect to: (a) the use of the proceeds of the advances to develop and construct the Project; (b) compliance with laws and maintenance of all authorizations necessary for the development of the Project; (c) preservation of existence; (d) maintenance and implementation of procedures necessary for the development of the Project; (e) maintenance of properties; (f) maintenance of insurance; (g) payment of taxes; (h) performance of obligations under the loan agreement; (i) inspection rights; and (j) assurances. The loan agreement prohibits the Developer from taking certain actions without the consent of the Partnership including: (i) creating any lien upon any of the properties or assets financed or purchased with the proceeds of the loan other than security interests with respect to money borrowed from the Partnership and permitted liens (as defined); (ii) transferring or granting a security interest other than permitted liens in any of the properties or assets financed or purchased with the proceeds of the loan; (iii) selling any equity interests to any person other than Peak Resorts, Inc. or any of its wholly-owned subsidiaries or merging or consolidating with any person; (iv) guaranteeing the obligations of any other person, except endorsements of negotiable instruments for collection in the ordinary course of business; (v) other than transactions on terms no less favorable to the Developer than those that could reasonably be obtained at arms' length in the ordinary course of business, entering into any transaction with any affiliate; (vi) extending any credit to any affiliate or any other person; and (vii) granting any lien in, or otherwise encumber, any of its properties or other assets other than permitted liens. Default. The following shall constitute events of default: (a) failure to pay as and when due any principal or interest; (b) failure to observe any other obligation to be performed by the Developer under the loan agreement or under the note which is uncured for a period of 60 business days after the Developer becomes aware of the occurrence thereof; (c) any representation or warranty made by the Developer in the loan agreement was false or misleading in any material respect at the time when made; (d) any judgment involving an amount in excess of $100,000 is entered against the Developer and is undischarged for a period of 30 days; (e) the Developer makes an assignment for the benefit of creditors generally; (f) the commencement of any action for the dissolution or liquidation of the Developer, or the commencement of any case or proceeding for reorganization or liquidation of the Developer's debts under the Bankruptcy Code or similar law provided, however, that the Developer has 60 days to obtain the dismissal or discharge of any involuntary proceeding filed against it; (g) the appointment of a receiver for the Developer for a material portion of its property; (h) the loan agreement or the note ceases for any reason to be in full force and effect or shall be declared to be null and void or unenforceable in whole or in part; (i) other than liens in favor of the Partnership or liens otherwise consented to in writing by the Partnership, the imposition of any lien or series of liens against the Developer or any of the properties or other assets financed or purchased with the proceeds of the loan except permitted liens; (j) the Developer ceases to develop and construct the Project prior to completion; and (k) the guaranty described below ceases to be in effect. Remedies on Default. Upon an event of default the Partnership may declare all obligations, including all principal and interest, to be immediately due and payable, without protest, demand or other notice. Upon the occurrence of an event of default specified in clauses (e), (f) or (g) above, all advances, including all interest accrued but unpaid thereon, are immediately due and payable without any declaration by the Partnership. The Developer will pay the Partnership's fees incurred in any action seeking enforcement of its rights hereunder. No rights and remedies may be exercised upon an event of default if such rights or remedies would jeopardize any of the limited partners’ capacity to be admitted to the United States of

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America as unconditional lawful permanent residents with their spouses and unmarried, minor children pursuant to the EB-5 Visa Program. Guaranty of Collection. Each Developer’s indebtedness to the Partnership is subject to a guaranty of collection from Peak Resorts. The word “indebtedness” means and includes any and all of the Developer’s liabilities, obligations, debts, and indebtedness to the Partnership that are incurred in connection with the loan and evidenced by the note. The guaranty is a guaranty of collection only, and not a guaranty of payment. As such, the Partnership acknowledges that upon an uncured default and lawful acceleration of indebtedness, the Partnership will resort first directly against the Developer and fully exhaust any and all legal remedies existing or available and shall have failed to collect the full amount of the indebtedness before proceeding against the guarantor; and (b) give notice of the terms, time, and place of any public or private sale of collateral held, if any, by the Partnership and comply with any other applicable provisions of the Uniform Commercial Code as adopted in Vermont, or any other applicable law. Under the terms of the facilities, the loans are not secured by any collateral. The guaranty contains a covenant with respect to the provision by the guarantor of financial information concerning the guarantor to a third party that is not affiliated with the guarantor or any of its affiliates. Subordination Mount Snow and the Developers, as the tenants under the Ground Leases, will enter into a subordination, non-disturbance and attornment agreement with Mount Snow's existing lender, acknowledging the subordinate status of the applicable lease, but with such lender's agreement not to disturb such tenant's tenancy and possession of the West Lake and Carinthia Lodge properties in the event of any foreclosure, sale or other action or proceeding for the enforcement of the loan documents, or deed in lieu thereof; provided and on and subject to the condition that (i) at the time of such foreclosure or other enforcement proceeding or deed in lieu of foreclosure, the tenant under such lease is not in default, (ii) such tenant and lender or any transferee of the property, as the successor landlord, shall agree, (1) with respect to the Carinthia Ground Lease, to adjust rent under such lease to an amount equal the then market rent, and (2) with respect to the Water Use Agreement to cap the annual water use payments to an amount equal to the lesser of (x) $1,050,000.00 and (y) the principal amount owed by West Lake LLC pursuant to the West Lake Facility, multiplied by three and one-half percent (3.5%), and (iii) upon foreclosure, or other enforcement proceeding or a deed in lieu of foreclosure, the sale of any and all ski lift tickets and ski rentals (and all other sales relating to or requiring access to and the use of the Mount Snow Resort) shall be managed by the lender or other transferee/successor landlord of the property, and the profits from such sales shall belong to lender or transferee/successor landlord; provided, however, any use of the lodge, or any part thereof, by such successor landlord shall be at market rent and subject to approval by the tenant..

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U.S. IMMIGRATION FOR EB-5 INVESTORS The information with respect to the EB-5 Visa Program and other immigration matters provided in this private placement memorandum is not intended to be and should not be construed as legal advice. You should consult with your own counsel regarding United States immigration laws and your eligibility for participation in the EB-5 Visa Program. There can be no assurance that foreign investors will meet the requirements of the EB-5 Visa Program and become lawful permanent residents of the United States. Please see “Risk Factors—Risks Related to the Immigration Process” for certain risks that you should consider prior to making an investment in the Partnership. The discussion of immigration matters below reflects the Partnership’s current understanding of applicable law, regulations and guidance from USCIS as of the date of this private placement memorandum. Such laws, regulations and guidance may change in the future and, in the event of any such changes, the investor and the Project will be required to comply with any new or modified conditions of the EB-5 Visa Program. Four Steps to Becoming a Lawful Permanent Resident through the EB-5 Visa Program As discussed below there are four steps to becoming a lawful permanent resident (“LPR”) of the United States through the EB-5 Visa Program: 

Filing and approval of an investor’s Form I-526, Immigration Petition for Alien Entrepreneur (the “I-526 Petition”);.



Application for an immigrant visa either through an application for immigrant visa with the Department of State (DOS) (to which we refer below as consular processing), or through adjustment of status in the United States with USCIS.



Upon admission on an EB-5 immigrant visa or approval of the adjustment of status, the alien is granted two-years of conditional permanent resident status.



Filing and approval of an investor’s Form I-829, Petition by Entrepreneur to Remove Conditions (“I-829 Petition”), which form must be filed at the end of the two-year conditional period. If the investor has fulfilled the requirements of the EB-5 Visa Program, then the conditions will be removed and the investor will be an unconditional LPR.

Step One: The I-526 Petition For investors seeking lawful permanent residence in the United States as alien entrepreneurs, the first step in the process is to file the Form I-526 Petition, together with accompanying evidence that the investment meets the requirements of the EB-5 Visa Program. Upon acceptance of your subscription and your admission as a limited partner, it is your sole responsibility and risk to file the I-526 Petition promptly. USCIS adjudicates I-526 petitions by reviewing these criteria, among others: 

New Commercial Enterprise: There must be evidence that shows that the enterprise is new and authorized to transact business.



Investment Capital: The petition must be supported by evidence that the petitioner has invested the minimum investment amount. USCIS expects these funds to be “at risk”, connoting an irrevocable commitment to the enterprise, and the funds must be used by the enterprise exclusively to create employment. Funds used to pay administrative costs or other obligations undertaken to promote the investment; to create reserve accounts or for any purpose that does not

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lead to the creation of employment by the enterprise are not deemed “at risk”. Any commitment by the enterprise to the investor that is deemed to transform the relationship from an investment to a debt arrangement (for example, a promise to pay a fixed rate of return or to repay some or all of the investment on a date certain or to repay some or all of the investment irrespective of the financial performance of the project) will disqualify the invested funds from being deemed “at risk”. Funds that are not deemed “at risk” will not be counted towards the minimum sum required to be invested, possibly resulting in the denial of the I-526 Petition. 

Source of Capital: The investor must provide evidence that the investor legally acquired the investment capital. In support of the I-526 Petition, an investor should expect to provide detailed records demonstrating the personal and business financial transactions through which the investor acquired the invested funds, how the investor managed those funds during the entire period of ownership by the investor and demonstrating the transactions by which the funds were transferred by the investor into the commercial enterprise. Where countries require by law the filing of annual individual and business tax returns the investor should also expect to provide at least the last five years tax returns in certain instances, when, for example, the investor acquires investment funds as a gift, or in the case of the investor receiving loans from individuals or entities to acquire the investment funds, the donor or the lender, as the case may be, will be expected to provide financial records of comparable detail establishing that the funds were lawfully acquired. Funds earned or obtained in the United States while the investor was in unlawful immigration status are not deemed by USCIS to be lawfully acquired. If USCIS is not satisfied that the invested funds were acquired by the investor lawfully, such funds will not be counted towards the minimum required investment amount, potentially causing the I-526 Petition to fail. Investment in a commercial project under the EB-5 Visa Program is not appropriate for individuals who are unable or unwilling to provide all financial records that USCIS may require to demonstrate that invested funds have been lawfully acquired by the investor.



Managerial role: The investor is expected to participate in the management of the new enterprise by assisting in the formulation of the enterprise’s business policy, by participating in one or more of the activities permitted in Section 3423(b) of the Vermont Revised Uniform Limited Partnership Act (“VRULPA”), and as otherwise set forth in the Partnership Agreement. The Partnership Agreement provides that this management role consists, in part, of the right to replace the general partner under certain circumstances. Limited partner investors in a commercial enterprise under the EB-5 Visa Program must have all the rights and duties usually accorded to limited partners by the Uniform Limited Partnership Act (“ULPA”), as adopted in Vermont as VRULPA. The general partner believes that the Partnership Agreement satisfies these conditions. The investor is advised to seek counsel to review the Partnership Agreement for compliance with both VRULPA and immigration law requirements.

The I-526 Petition will be approved only if USCIS is satisfied that the all statutory criteria have been met. The determination of whether these criteria have been established is within the discretion of USCIS. USCIS may also request information about other aspects of the investment and the relationship of the investor to the enterprise. In the event that USCIS denies the I-526 Petition, the investor may not proceed with the next step in the immigration process which is consular processing or adjustment of status, as discussed below. Instead, the investor must decide whether to appeal the denial of the I-526 Petition, revise and re-file the I-526 Petition or abandon the prospect of obtaining LPR status through investment in the project.

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Applicable law, regulations and guidance from USCIS have changed in the past and may do so in the future. In the event of any such changes affecting the I-526 Petition, the investor will be required to comply with any new or modified procedures. Step Two: Consular Processing or Adjustment of Status Approval of the I-526 Petition means that the foreign investor and the foreign investor’s spouse and children under the age of 21 years may apply for admission as conditional lawful permanent residents (“CLPR”). Approval of the I-526 Petition does not mean that the foreign investor has been granted admission to the United States as a lawful permanent resident. Approval of an I-526 Petition means that the investment documented by the I-526 Petition has qualified the foreign investor as an alien entrepreneur. The CLPR application for admission is a separate and subsequent process that concerns issues common to all aliens who wish to live in the United States permanently. Admission as a CLPR may be sought using one of two methods: consular processing or adjustment of status. Consular Processing Consular processing is designed for aliens living outside of the United States, or for those who prefer to process at a consulate for strategic reasons or as a matter of convenience or are ineligible to adjust status. Typically, the consular post, which is designated at the time the I-526 Petition is filed, is in the country of last residence, i.e., the last principal actual dwelling place. In their sole discretion, consulates issue visas, a travel document, usually affixed to a passport that authorizes the holder to seek admission to the United States at a port of entry. The visa is issued for an immigration status that a consul believes the visa applicant is qualified to hold. Under the EB-5 Visa Program, the visa may be sought from a consulate only after the investor’s I-526 Petition is approved. A foreign investor and the foreign investor’s spouse and qualifying children are granted immigrant visas. Use of these visas to enter the United States results in a grant of conditional lawful permanent residence. Before issuing an immigrant visa, the consular post must determine if each alien is admissible to the United States. Approval of the I-526 Petition does not by itself establish admissibility. In addition, an alien must prove that there are no grounds of inadmissibility and that the alien has proper travel documents. Waivers are available for certain of the many grounds of inadmissibility, but the grant of a waiver is in the discretion of the government and aliens seeking waivers experience lengthy delays in adjudication of waiver applications. Foreign investors should consult with immigration counsel to determine if any grounds of inadmissibility may affect the eligibility of the investor or the investor’s spouse or otherwise qualifying children for admission to the United States and if a waiver is available for such grounds of inadmissibility. If the consular post finds that the investor is admissible, it will issue an immigrant visa to the investor. The consular post will also determine if the spouse and the qualifying children of the investor are admissible. A determination of admissibility must be made as to each visa applicant. There is no guarantee that all members of the investor’s family will be granted an immigrant visa. If the investor is denied an immigrant visa, applications by the spouse and children of the investor for such a visa will also be denied. Consular processing subjects both the visa applicant and the I-526 Petition to the scrutiny of a second government agency whose decisions are not appealable. If the consular officer, based upon information not available to USCIS in its adjudications process, suspects fraud or misrepresentation in the I-526 Petition process or if the consul doubts the eligibility for lawful permanent resident status, the consul may return the case to USCIS for re-adjudication of the I-526 Petition. Consular processing begins when USCIS transmits the I-526 Petition of the foreign investor to the National Visa Center (“NVC”). In time, the applicants will be instructed to obtain fingerprints and medical examinations and to report to a consular interview. Immigrant visas usually are issued shortly

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after the interview unless the consul detects problems in the visa application, the underlying I-526 Petition or during the interview process. The investor is advised to seek immigration counsel for guidance on the processing experience and potential delays in the consul office handling the investor’s application. Decisions by consuls are to be made in accordance with regulatory guidance on this process. However, consuls have broad authority and discretion under such regulatory procedures and their decisions are unreviewable. The investor should seek advice of immigration counsel regarding visa issuance guidelines. U.S. consuls advise that visa applicants should not change any living, employment, schooling or other lifestyle arrangements in their country of residence before they are issued an immigrant visa based upon an approved I-526 Petition. A visa authorizes the holder to seek admission to the United States at a port of entry. However, admission is subject to U.S. Customs and Border Protection (“USCPB”) inspection discussed below. After issuance, immigrant visas generally remain valid for six months. During this period, the holder of the visa must use it to apply for admission to the United States at a designated port of entry. The port of entry is frequently in an international airport. When the foreign investor at the port of entry, he or she will present the immigrant visa and accompanying consular documents to a USCPB officer who has the authority to admit the foreign investor or to deny his or her admission to the United States as a CLPR. This process is known as inspection. Admission to the United States as a visitor or in most other non-immigrant statuses is predicated upon the intent to depart the country at the end of the period of admission. Investors should consult with immigration counsel to evaluate the risks associated with seeking temporary (non-immigrant) admission to the United States subsequent to making the investment or filing an I-526 Petition or an applicant for an immigrant visa. Despite best efforts, an inspector may deny admission under these circumstances. Such a denial may also result in a finding that the Investor is ineligible for immigration benefits or for admission into the United States. Adjustment of Status The adjustment of status (“AOS”) procedure is designed to permit aliens who have been admitted to the United States as non-immigrants to apply for admission as permanent residents without leaving the country. These non-immigrants must establish that they are admissible permanently, meeting the same standards as aliens who use consular processing to obtain a permanent resident visa. Aliens seeking AOS must also comply with all statutory and regulatory requirements relating to the submission of an I-485 Application. Aliens who do not meet these additional requirements will be required to use consular processing to obtain an immigrant visa, which will necessitate a departure from the United States. Aliens admitted in certain non-immigrant statuses may encounter more difficulties (and may not be successful) adjusting status than aliens admitted in other non-immigrant statuses. Investors seeking AOS should consult with immigration counsel regarding these issues before filing the I-526 Petition. During AOS processing, the applicant will be required to submit a medical examination and will receive instructions from USCIS regarding biometric data collection and an interview. The interview may be waived by USCIS at its discretion. There is no formal process to request the waiver of an interview. If the investor is interviewed, the spouse and children of the investor will be required to attend the interview. The USCIS California Service Center currently has jurisdiction of the AOS process for investors in the Project. The interview is conducted at a USCIS office near the investor’s residence. USCIS uses the interview to update information about AOS applicants that may have changed subsequent to the filing of

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the AOS application and to explore any issue that USCIS believes is relevant to deciding the AOS case. Typically, but not always, CLPR is conferred on approved AOS applicants at the conclusion of the interview. Advance permission to depart the United States is issued routinely if the alien articulates a bona fide need to travel. An alien who leaves the United States without advance permission while an AOS application is pending is deemed to have abandoned that application unless the applicant has been admitted in and continues to hold valid H or L non-immigrant status pending adjudication of the AOS application. Alien investors admitted to the United States in any non-immigrant status who have obtained advance parole during the AOS process should consult with immigration counsel before traveling. If an alien is deemed to have abandoned an AOS application, the applicant must seek consular processing to obtain an immigrant visa at a U.S. consular post abroad. This process typically takes about one year, and during this period the applicant would be required to remain outside the United States. Applicants for AOS who wish to work in the United States must obtain employment authorization unless they have been admitted to the United States in a non-immigrant status that confers employment authorization and does not end before AOS is granted. Self-employment requires employment authorization. Employment in the United States without authorization is a violation of immigration status and may jeopardize the right to adjust status. AOS is granted in the discretion of USCIS. An alien whose AOS application has been denied may request that the case be re-considered by the same office that denied AOS. If the request to re-open or reconsider the case is denied, or, if, after such a review, the alien fails to convince this office to reverse its original decision, the alien is without further recourse. AOS applicants should not make any permanent connections to the United States or change any permanent living, employment, schooling or other lifestyle arrangements in their country of residence before they are issued AOS based upon an approved I-526 Petition. Step Three: Conditional Lawful Permanent Resident Status Approval of an AOS application or the grant of an immigrant visa followed by entry into the United States means that the investor and the spouse and qualified children of the investor have been granted CLPR for two years. The “conditions” must be removed so that the aliens may reside permanently in the United States. Failure to remove the conditions results in the termination of CLPR status and will result in the commencement of removal proceedings. Step Four: Removal of Conditions In order to remove conditions on his or her conditional permanent residence, the foreign investor must file the I-829 Petition in the 90 day period immediately preceding the second anniversary of the grant of CLPR status. In support of the I-829 Petition, the foreign investor must demonstrate full investment in the enterprise, that the investment was sustained continuously since becoming a CLPR and compliance with the requirement that 10 employment positions have been created as a result of the investment. The general partner will without liability use reasonable efforts to assist foreign investors’ legal counsel with the filing of their I-829 Petitions. The Partnership will instruct the general partner to engage with, delegate to, and the Partnership shall reasonably compensate qualified persons in the assembly and preparation of documents, reports and required verification of requisite job creation in connection with and in support of the foreign investor’s I-829 Petition. It is at the sole responsibility and risk of the foreign investor to file the I-829 Petition in the 90 day period immediately preceding the second anniversary of the grant of CLPR status at the investor’s sole expense. There is no refund of the capital contribution or administrative fee for delay or failure for any reason whatsoever to file an I-829 Petition.

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The California Service Center currently has jurisdiction to decide a petition to remove conditions. It is authorized to approve an I-829 Petition, seek additional written information before deciding the petition, refer the petition to a local office where information will be elicited in an interview, or, it may deny the petition. If the petition is referred for an interview, the local office of USCIS will decide the petition after the interview. During the pendency of the petition, aliens admitted in CLPR status remain in valid status even if the petition is not decided before the expiry of the two year period of admission. Improper denials of and delays in obtaining documents evidencing extended CLPR status are sometimes experienced. CLPR is extended in one year increments or until the I-829 Petition is adjudicated. USCIS regulations control the process of removal of conditions. These regulations may change in the future. The investor will be expected to comply with and proceed with removal of condition under the regulations in effect at the time the investor seeks removal of conditions. There cannot be any assurance that USCIS will not change the requirements for removal of conditions after investors are granted CLPR status through investment in the Project. There cannot be any assurance that an investor will able to demonstrate to the satisfaction of USCIS that the Project is operating within its business plan, that it has created the requisite employment positions at the time required by USCIS or that any other requirements for the removal of conditions have been met.

Sunset of Regional Center Proposals under the EB-5 Visa Program By virtue of recent amendments to the enabling legislation, the regional center pilot program has been extended through September 30, 2015. Thereafter, if the regional center pilot program lapses, for each investor whose case is filed with USCIS but not adjudicated on or before the date of lapse, such investor’s $500,000 capital contribution will remain invested in the Partnership provided: 1.

The regional center pilot program is reauthorized retroactively or is pending reauthorization within a twelve month period following sunset, and the investor's I-526 Petition is in due course adjudicated; or,

2.

Legislation is enacted or pending providing substantially similar immigration benefits to investors under the former EB-5 regional center program within a twelve month period following sunset.

If none of the events described in 1 or 2 occur, or are not pending as stated, at the investor’s election, the investor may (1) remain invested in the Project; or, (2) make a written request to the general partner for a refund of the capital contribution of $500,000. Within 90 days of the general partner’s receipt of a request for a refund, the capital contribution will be refunded by the Partnership to the investor. In any such event, the investor’s rights are limited solely to the return of his or her capital contribution.

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RISK FACTORS Interests should be purchased only by persons with sufficient resources to assume the economic risks inherent in the Project. Because of the lack of liquidity involved, no person should become a limited partner unless he or she can afford to invest in the Partnership on a long-term basis. There can be no assurance that the Developers will be able to service and repay the Partnership’s loans, and it is possible that the partners’ total investment in the Partnership will be lost. Set forth below is a brief description of certain special factors and risks associated with investment in the Partnership and the business of the Partnership, the Developers, Mount Snow and Peak Resorts. Other risks not presented here or which are not currently known to the Partnership may affect the results and operations of the Partnership. Risks Related to an Investment in the Partnership and the Business of the Partnership, the Developers, Mount Snow and Peak Resorts There is no guaranty that investors in the Partnership will receive a return of their capital. According to the guidelines of USCIS relating to investments made within a project approved under the EB-5 Visa Program, an investment within such a project must be fully at-risk. In order to ensure that the capital invested by each EB-5 investor remains fully at risk for the period of time required under the EB-5 Visa Program, the Partnership Agreement specifically prohibits the Partnership from returning any portion of the capital investment amount prior to the approval of the EB-5 investor’s I-829 Petition. In addition, there is no guarantee that the loans will be repaid by the Developers to the Partnership upon maturity which, may be extended from five years to seven years. The general partner expects that each Developer will consider a number of options to repay the loan to the Partnership upon maturity. However, there can be no assurance that the Developers will be successful in completing any refinancing or other transaction that will result in proceeds that will enable the Developers repay the loans to the Partnership in full. In any such event the Partnership may pursue any remedies available to it as an unsecured creditor of the Developers and may also seek recourse to the guaranty of Peak Resorts of the facilities for any unpaid amounts. The guaranty is not secured by any assets of Peak Resorts and there can be no assurance that Peak Resorts will have sufficient resources to satisfy the guaranty. Any failure by the Developers to repay the loans or by Peak Resorts to satisfy the guaranty may have a material adverse effect on the ability of the limited partners to receive a return of their capital and may result in the complete loss of their investment. Risks inherent in construction and development projects may result in substantial unanticipated delays or budget overruns and could prevent completion of the Project. The Project being developed by West Lake LLC and Carinthia Ski Lodge LLC will be subject to the risks normally associated with construction and development activities. The anticipated costs and construction periods for the Project are based upon budgets, conceptual design documents and construction schedule estimates prepared by Mount Snow in consultation with its engineers, architects, contractors and other advisors. The Developers’ construction and development activities may be materially affected by the availability and timely receipt of zoning and other regulatory approvals, adverse weather or labor conditions, material shortages, construction, equipment or staffing requirements or problems and other unpredictable contingencies beyond the control of the general partner and the Partnership. These risks could result in substantial unanticipated delays or budget overruns and under certain circumstances could prevent completion of construction and development activities once undertaken. In addition, although Mount Snow’s master plan has been approved by the U.S. Department of Agriculture Forest Service and the State of Vermont Natural Resources Board under Act 250, the Project is subject to environmental review and analysis under the National Environmental Policy Act, and Peak Resorts must also submit applications for the construction phases in order to proceed with the redevelopment, including the Project. In addition, construction and approval of all plans and specifications for improvements to the properties subject to the Ground Leases are subject to certain approval rights of Mount Snow’s existing lender.

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Obtaining all required approvals and permits may result in unanticipated delays in the commencement of construction. There is also a risk that approvals and permits may be conditioned on making changes that increase the cost of implementing the Project. There may be conflicts between the interests of the general partner of the Partnership and the interests of the limited partners. The affairs of the Partnership will be managed by the general partner. The sole member of the general partner is Mount Snow. West Lake LLC and Carinthia Ski Lodge LLC, the two entities developing the Project and to which the Partnership will loan funds via the facilities, are wholly owned subsidiaries of Mount Snow Ltd. Accordingly, the Partnership is subject to potential conflicts of interest arising out of the relationship between the general partner and its affiliates. No assurance can be given that disputes or conflicts will not arise between the Partnership and the Developers or that such disputes or conflicts will not be resolved in a manner that has a material adverse effect on the Partnership. The Project is subject to further approval under Vermont’s Act 250 and other land development laws. In October 2010, Mount Snow submitted an Act 250 application with the State of Vermont for its master plan, and in July 2011, the Vermont District Environmental Commission approved the master plan in concept. However, each construction project requires a separate application and the issuance of a permit to construct. In addition, land development laws in Vermont determine when and how much land may be opened for development at any one time. Subject to approval by the applicable state, local and federal regulatory agencies under applicable laws and the approval and issuance of all permits required for construction of the projects, both the West Lake Project and Carinthia Ski Lodge Project are expected to begin preliminary groundbreaking in 2014. However, there is no assurance that Mount Snow will be able to obtain the required approvals and permits in a timely manner, or at all. This could result in a delay of the Project or the inability to move forward with the Project altogether. Although the Partnership will not release funds for hard construction costs to the Developers until all applicable approvals and permits have been obtained, the inability of the Developers to move forward with the Project would affect the ability of the EB-5 Investors to obtain a visa under the EB-5 Visa Program. We may require substantial additional funds to complete the Project if all of the Units being offered are not sold. The anticipated overall cost of the Project is $66,000,000, of which $52,000,000 is intended to be funded with the proceeds from this offering and will be supplemented with the additional investment in cash, land or value of $14,000,000 provided by Mount Snow. To the extent that the offering is not fully subscribed and less than $52,000,000 is raised, the Partnership will allocate up to the first $30,000,000 of subscriptions received and accepted to West Lake LLC for the development of the West Lake Project. The West Lake Project will be developed in three tranches consisting of $10,000,000 (tranche one), $12,500,000 (tranche two) and $7,500,000 (tranche three). To the extent that the general partner accepts subscriptions for any tranche and the proceeds resulting from such subscriptions do not equal the amount for such tranche set forth above, Mount Snow will be required to make alternative arrangements to finance the balance of the tranche. If and when subscriptions received exceed $30,000,000, the next $22,000,000 will be allocated to Carinthia Ski Lodge LLC for the development of the Carinthia Ski Lodge Project. To the extent that the general partner accepts subscriptions for the development of the Carinthia Ski Lodge Project and the proceeds resulting from such subscriptions do not equal $22,000,000, Mount Snow will be required to make alternative arrangements to finance the balance required to complete the Project. There can be no assurance that Mount Snow will be able to obtain any required additional financing on acceptable terms, or at all. To the extent that such additional financing is required but cannot be obtained, it could result in substantial delays or could prevent completion of construction and development of the Project. To the extent that Mount Snow obtains such financing through the issuance of additional debt, such debt may have rights and preferences senior to the loans made by the

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Partnership to the Project. In addition, any such debt financing, may involve agreements that include covenants limiting or restricting the ability to take specific actions. Peak Resorts and Mount Snow currently rely on one lender and its affiliates as a source for financing and credit. Peak Resorts and Mount Snow have historically relied on one lender and its affiliates for substantially all of their financing and credit needs. In the event that Peak Resorts or Mount Snow is in default under the credit facilities with this lender, or if the lender is otherwise not available to extend credit for any reason, Peak Resorts or Mount Snow may not be able to obtain financing on terms as favorable as those under its arrangements with this lender, if at all. As a result, if West Lake LLC and/or Carinthia Ski Lodge LLC are unable to repay the loans upon maturity of the facilities, Peak Resorts may not be in a position to satisfy its guaranty of payment of the loans from the Partnership. The land upon which the Projects are being developed is subject to an existing mortgage, which if foreclosed, could affect the developers’ interests in the Projects. The land upon which each project is being developed is owned (or to be owned) by Mount Snow, and the Developers of the Project are to enter into the Ground Leases with Mount Snow. Under the terms of each Ground Lease, each Developer will be leasing the underlying land for approximately fifty (50) years at an annual rent of $10.00 per year with the developer being responsible for paying all costs of maintaining and operating each Project. This land is subject to a mortgage held by the lender to Peak Resorts and Mount Snow. The mortgage currently secures approximately $100 million in debt of Mount Snow, Peak Resorts and other affiliates of Peak Resorts. If there is an event of default under any of such indebtedness, the lender would be entitled to foreclose the mortgage (or exercise other remedies). While the lender has entered into an agreement whereby it has agreed not to disturb such tenant's tenancy and possession of the West Lake and Carinthia Lodge properties in the event of any foreclosure, sale or other action or proceeding for enforcement or deed in lieu of foreclosure, such agreement also provides that upon foreclosure, such tenant and lender or any transferee of the property, as the successor landlord, shall agree, with respect to the Carinthia Ground Lease, to adjust rent under such Ground Lease to an amount equal to the then market rent, and upon foreclosure, the sale of any and all ski lift tickets and ski rentals (and all other sales relating to or requiring access to and the use of the Mount Snow Resort) shall be managed by the lender or other transferee/successor landlord of the property, and the profits from such sales shall belong to lender or transferee/successor landlord. Such agreement further provides that annual water payments under the Water Use Agreement shall be capped to an amount equal to the lesser of (i) $1,050,000.00, and (ii) the principal amount owed by West Lake LLC pursuant to the West Lake Facility, multiplied by three and one-half percent (3.5%). Based on our forecasts, profits from such sales are expected to account for up to 80% of the profits generated by the Carinthia Ski Lodge. Accordingly, a default under such indebtedness and foreclosure of the mortgage (or exercise other remedies), would negatively affect the ability of the Developers to service the interest payment on the loan facilities, to repay the loan facilities upon maturity and would have a material adverse effect on the ability of the limited partners to receive a return of their capital and may result in the complete loss of their investment. See also “The Loan Facilities-Subordination.” In addition, the lender also has a security interest in the capital stock of Mount Snow. Accordingly, if there is an event of default under any of such indebtedness, the lender would be entitled to exercise its rights under the security interest, which could also negatively affect the ability of the Developers to service the interest payment on the loan facilities and to repay the loan facilities upon maturity. The agreements with the current lender prohibit Peak Resorts and its affiliates from incurring additional debt. The agreements with the current lender prohibit Peak Resorts and its affiliates from incurring additional debt. The lender’s consent was obtained to allow West Lake LLC and Carinthia Ski Lodge LLC to enter into the loan facilities with the Partnership and to allow Peak Resorts to guarantee the collection of such

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indebtedness. If additional funding is needed to complete the Project, consent will need to be obtained from the lender to obtain additional debt. There can be no assurance that the lender will provide such consent. If the Developers are not able to obtain the required consent from the lender to obtain additional funding, the ability of the Developers to complete the Project will be materially and adversely affected. Assumptions underlying financial projections may be inaccurate and/or incomplete. Any projected financial information included in this private placement memorandum is based on assumptions that the general partner believed to be reasonable at the time they were made; however, such information necessarily involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to be materially different from the results, performance or achievements contained in such information. There can be no assurance that the assumptions on which such information is based will prove to be accurate. No representation or warranty of any kind is made with respect to the accuracy or completeness of any projected financial information or the assumptions underlying them. Any projected financial information should not be relied upon in connection with making an investment decision in the Partnership. Any projected financial information was not prepared with a view toward compliance with published guidelines of the SEC, the American Institute of Certified Public Accountants, or generally accepted accounting principles. Unless otherwise noted, the Partnership did not retain independent accountants to prepare or review any projected financial information and, accordingly, no independent accountant is expressing an opinion with respect thereto. The ski resort business is vulnerable to the risk of unseasonably warm weather conditions and skier perceptions of weather conditions. The ability to attract visitors to the Mount Snow Resort is influenced by weather conditions and by the number of cold weather days during the ski season. Unseasonably warm weather can adversely affect skier visits and the revenues and profits generated by the resort. For example, warm weather may result in inadequate natural snowfall and render snowmaking wholly or partially ineffective in maintaining quality skiing conditions. Also, the early season snow conditions and skier perceptions of early season snow conditions influence the momentum and success of the overall season. There is no way to predict future weather patterns or the impact that weather patterns may have on the results of operations or visitation at the resort. During the 2011/2012 ski season, Mount Snow experienced historic low snowfall. This resulted in lower than expected revenues. Revenues for the 2011/12 season were 19% below projected and 10.7% below the average of the previous three years. This resulted in an EBITDA of 42% below projected and 32% below the average of the previous three years. The operating margin in 2011/12 was 19.9% compared with 28.8% projected and 24.3% averaged over the previous three years. The ski resort business is highly seasonal and the occurrence of certain events during peak times could have a negative effect on revenues and the Developers’ ability to service the loan and repay the facilities. Ski resort operations are highly seasonal. Although the air temperatures and timing and amount of snowfall can influence the number and type of skier visits, the majority of the skier visits are from midDecember to the end of March. Accordingly, the significant majority of Mount Snow’s revenues are generated during the third and fourth fiscal quarters and in those periods the highest revenues are generated on weekends and during three major holiday periods: Christmas, Dr. Martin Luther King, Jr. Weekend and Presidents Weekend. This high degree of seasonality and dependence on weekends and the three major ski holidays increases the impact of certain events on operating results. Adverse weather conditions, equipment failures, and other developments of even moderate or limited duration occurring during these peak business periods could significantly reduce revenues and cash flows and adversely affect the Developers’ ability to service the loans and repay the facilities.

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Mount Snow competes with other leisure activities and ski areas, which makes maintaining the customer base difficult. The skiing industry is highly competitive and capital intensive. Mount Snow competes against other ski areas in their markets for both day skiers and extended travel skiers. Its competitive position depends on a number of factors, such as the quality and coverage of snowmaking operations, resort size, the attractiveness of terrain, lift ticket prices, prevailing weather conditions, the appeal of related services and resort reputation. Some of Mount Snow’s competitors have stronger competitive positions in respect of one or more of these factors, which may adversely affect its ability to maintain or grow its customer base. Mount Snow also faces competition from various alternative leisure activities. Mount Snow’s ability to maintain levels of skier visits depends on, among other things, weather conditions, costs of lift tickets and related skier services relative to the costs of other leisure activities and its ability to attract people interested in recreational sports. Mount Snow is subject to extensive environmental laws and regulations. Mount Snow’s operations are subject to a variety of federal, state and local environmental laws and regulations, including those relating to emissions to the air; discharges to water; storage, treatment and disposal of wastes; land use; remediation of contaminated sites; and protection of natural resources such as wetlands. The facilities at Mount Snow are subject to risks associated with mold and other indoor building contaminants. From time to time its operations are subject to inspections by environmental regulators or other regulatory agencies. It is also subject to worker health and safety requirements. Efforts to comply with applicable laws do not eliminate the risk that Mount Snow may be held liable, incur fines or be subject to claims for damages, and that the amount of any liability, fines, damages or remediation costs may be material for, among other things, the presence or release of regulated materials at, on or emanating from properties it now owns or leases and operates, or formerly owned, leased or operated, newly discovered environmental impacts or contamination at or from any of its properties, or changes in environmental laws and regulations or their enforcement. The costs or liabilities could exceed the value of the affected real estate and could have a material adverse effect on the ability of the limited partners to receive a return of their capital and may result in the complete loss of their investment. The high fixed cost structure of ski resort operations can result in significantly reduced cash flows if revenues decline. The cost structure of ski resort operations has a significant fixed component with variable expenses including, but not limited to, resort related fees, credit card fees, retail/rental cost of sales and labor, ski school labor and dining operations. Any material declines in the economy, elevated geopolitical uncertainties and/or significant changes in historical snowfall patterns, as well as other risk factors discussed herein, could adversely affect revenue. As such, the margins, profits and cash flows of Mount Snow may be materially reduced due to declines in revenue given the relatively high fixed cost structure. In addition, increases in wages and other labor costs, energy, healthcare, insurance, transportation, fuel, and other expenses included in fixed cost structure may also reduce margins, profits and cash flows. A substantial portion of the skiable terrain at Mount Snow is used under the terms of Forest Service permits. A substantial portion of the skiable terrain at Mount Snow is federal land that is used under the terms of a permit with the United States Forest Service. The permit gives the United States Forest Service the right to review and comment on the location, design, and construction of improvements in the permit area and on certain other operational matters. The permit expires on April 4, 2047 but can also be terminated or modified by the United States Forest Service for specific compelling reasons or in the event the permit holder fails to perform any of its obligations under the permits. Otherwise, the permits may be renewed. A natural disaster could damage property and reduce the number of guests who visit the Mount Snow Ski Resort.

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A severe natural disaster, such as a forest fire, flood or landslide, may interrupt our operations, damage our properties and reduce the number of guests who visit Mount Snow and other Peak Resorts’ ski areas. Damage to property could take a long time to repair and there is no guarantee that there would be adequate insurance to cover the costs of repair or the expense of the interruption to business. Furthermore, such a disaster may interrupt or impede access to the affected properties or require evacuations and may cause visits to affected properties to decrease for an indefinite period. The ability to attract visitors to ski resorts is also influenced by the aesthetics and natural beauty of the outdoor environment where the resorts are located. A severe forest fire or other severe impacts from naturally occurring events could negatively impact the natural beauty of a resort and have a long-term negative impact on overall guest visitation as it would take several years for the environment to recover. The loss of key executive officers would harm Mount Snow’s business. Mount Snow’s success depends to a significant extent upon the performance and continued service of Peak Resorts’ key management team which includes Timothy Boyd, its president and principal executive officer, Stephen Mueller, its vice president and principal financial and accounting officer, and Richard Deutsch, its vice president in charge of business and real estate development. The loss of the services of this management team could have a material adverse effect on business and operations because of Messrs. Boyd’s, Mueller’s and Deutsch’s specific and unique knowledge of acquiring and operating multiple ski resorts, including day ski areas and overnight drive ski areas. Mount Snow depends on a seasonal workforce. Mount Snow’s mountain and lodging operations are highly dependent on a large seasonal workforce. Mount Snow recruits year-round to fill thousands of seasonal staffing needs each season and works to manage seasonal wages and the timing of the hiring process to ensure the appropriate workforce is in place. There is no guarantee that material increases in the cost of securing this seasonal workforce will not be necessary in the future. Furthermore, there is no guarantee that Mount Snow will be able to recruit and hire adequate seasonal personnel as the business requires. Increased seasonal wages or an inadequate workforce could have an adverse impact on Mount Snow’s results of operations, and the ability of West Lake LLC and/or Carinthia Ski Lodge LLC to repay the loans upon maturity of the facilities. The nature of the ski resort business subjects Mount Snow and Peak Resorts to litigation in the ordinary course of business. The safety of guests and employees is a major concern and focus for all ski resorts. By the nature of the activities, ski resorts and their owners are exposed to the risk that guests or employees may be involved in accidents during the use, operation or maintenance of ski lifts, rides and other resort facilities. As a result, Mount Snow and Peak Resorts are, from time to time, subject to various asserted or unasserted legal proceedings and claims. Any such claims, regardless of merit, could be time-consuming and expensive to defend and could divert management’s attention and resources. While it is believed that there is adequate insurance coverage and/or accrual for loss contingencies for all known matters that are probable and can be reasonably estimated, there can be no assurance that the outcome of all current or future litigation will not have a material adverse effect on the results of operations of Mount Snow and/or Peak Resorts. A disruption in water supply would impact snowmaking capabilities and adversely affect operations. Mount Snow is subject to state laws and regulations regarding its use of water. There can be no assurance that applicable laws and regulations will not change in a manner that could have an adverse effect on development of the West Lake Project, or that important permits, licenses, or agreements will not be canceled or will be renewed on terms as favorable as the current terms. Any failure to have access to adequate water supplies to support current operations and the Project would have a material adverse effect on Mount Snow and the Partnership’s ability to achieve the objectives described in the Business Plan, including the job creation objectives.

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Peak Resorts is structured as a holding company and has no assets other than the equity and membership interests in its subsidiaries. Peak Resorts is a holding company and it does not currently have any material assets other than equity and membership interests in its direct and indirect subsidiaries. Peak Resorts working capital needs are dependent, in part, upon the receipt of dividends and other distributions from its subsidiaries. Certain laws may restrict or limit such payments to Peak Resorts by its subsidiaries. Accordingly, if West Lake LLC and/or Carinthia Ski Lodge LLC are unable to repay the loans upon maturity of the facilities, Peak Resorts may not be in a position to satisfy its guaranty of the loans from the Partnership. There is no public market for the Units, and you must be prepared to hold your investment for an indefinite period of time. There is not now, and there is not expected to be, a trading market for the Units. The Units are “restricted securities” within the meaning of applicable securities laws and may not be sold or otherwise transferred by you in the absence of a registration statement covering the Units or pursuant to an exemption from such registration. The Partnership has no obligation to register Units and does not currently intend to do so. In addition, the Units are subject to restrictions on transfer under the Partnership agreement which substantially restricts your ability to transfer the Units. Accordingly, if you purchase a Unit, you must be prepared to hold your investment for an indefinite period of time. There are substantial U.S. federal and state income tax risks associated with an investment in the Partnership. There are substantial U.S. federal and state income tax risks associated with an investment in the Partnership. For instance, the Partnership will not be subject to entity-level federal income tax. Instead, each partner will be required annually to take into account its respective distributive share of the Partnership’s items of taxable income, gain, loss, deduction and credit, without regard to whether any distributions are made by the Partnership. Accordingly, partners may recognize taxable income for federal, state and local income tax purposes without receiving any or a sufficient distribution from the Partnership with which to pay the taxes thereon. For additional risks and other important information, see “Federal Income Tax Consequences.” Mount Snow is involved in a dispute with a consultant it engaged in connection with this offering. Mount Snow currently has a dispute pending before the American Arbitration Association in connection with a breach of contract claim with a consulting firm that was engaged to provide certain services in connection with this offering. Both parties allege that a breach of contract has occurred. Mount Snow believes that it has substantial legal and factual defenses to the breach of contract claim alleged by the consultant, and it intends to pursue these defenses vigorously. While it is not possible to estimate potential, if any, damages that Mount Snow may be required to pay as a result of this claim, this dispute is not expected to have a material impact on Mount Snow or on this offering. Certain fees and expenses in connection with this dispute, including any costs of settlement, will be paid by Mount Snow’s parent company Peak Resorts.

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Risk Factors Related to the Immigration Process Prospective investors should consult with counsel familiar with U.S. immigration laws and practice. Purchase of a Unit in the Partnership does not guarantee you will receive lawful permanent residence in the United States. Among the risk factors that you should consider when making your decision to invest in this offering are those that relate to the immigration process including, but not limited to the following set forth below. General USCIS may modify its practices under the EB-5 Visa Program by providing updated guidance to its examiners. On occasion, but not consistently, USCIS publishes instructions for the use of EB-5 Investors and their counsel. EB-5 Investors and their counsel often first become aware of new practices and policies through the adjudication process for I-526 or I-829 Petitions. If such modifications occur, EB-5 Investors may be required to provide new information or modified business plans or other modifications to an EB-5 Project during the adjudication process to comply with USCIS requirements that were unknown to investors and their counsel at the time an I-526 Petition or an 1-829 Petition was filed. Changes in applicable law, regulations and guidance may also occur from time-to-time, which may have the effect of requiring EB-5 Projects and EB-5 Investors to provide new information or modify their previous submissions to satisfy new requirements. There can be no assurance that such modifications will not be required in this Project on account of new policies, practices, laws or regulations not effective or not known at this time. There can be no assurance that this Project will be able to modify its business plan or take other actions that may be required to comply with yet unknown requirements. The investor should retain legal counsel for continuing advice on these matters. While efforts have been made to structure this offering so that foreign investors may be able to satisfy the requirements of the EB-5 Visa Program and qualify as “alien entrepreneurs,” (which is only a preliminary step to becoming eligible for admission to the United States with their spouse and unmarried minor children as lawful permanent residents), no representations can be made and no guarantees can be given that investment in the Partnership will guarantee or otherwise assure that your I-526 Petition will be granted by USCIS or, if it is, that investors with their spouse and such children will obtain conditional or unconditional lawful permanent resident status. Loan model The Partnership will loan the proceeds of the offering to West Lake LLC and Carinthia Ski Lodge LLC to develop the Project. The loans will be subject to a guaranty of collection by Peak Resorts. The general partner is aware that, in the past, USCIS has questioned whether a loan structure in which a lender extends one loan to a developer satisfies the requirement that the lender be an “ongoing commercial enterprise” under the INA. The general partner believes that structuring the loans as lines of credit with multiple advances to more than one developer may address USCIS’ concern. However, there can be no assurance that USCIS will accept that the structure is permissible under the EB-5 Visa Program or, if it does so currently, that USCIS will not change its interpretation subsequently and disqualify the loan model contemplated by this offering as permissible under the EB-5 Visa Program. In addition, under the EB-5 Visa Program any commitment by the enterprise to the investor that is deemed to transform the relationship from an investment to a debt arrangement will disqualify the invested funds from being deemed “at risk” and will not be counted towards the minimum sum required to be invested. The general partner does not believe that the guaranty of collection in favor of the Partnership that is being provided by Peak Resorts disqualifies the investment from being deemed “at risk” since the investors are making an equity investment in the Partnership that is not subject to the guaranty and they have no commitment from the Partnership that their equity capital will be returned or

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what, if any, rate of return will be realized on the investment. The general partner is aware that similar arrangements have passed muster with USCIS in the past but no ruling is being requested from USCIS with respect to this matter and there can be no assurance that USCIS will not change its interpretation subsequently and disqualify the arrangement contemplated by this offering as permissible under the EB-5 Visa Program. If USCIS determines that the loan and guaranty model described in the private placement memorandum and implemented by the Subscription Documents does not qualify under the EB-5 Visa Program for any reason, then petitions filed by EB-5 Investors may not be granted resulting in a denial of an investor’s petition for permanent residency in the United States. Approval of investments in the Project There is no procedure in the INA or its enabling regulations to pre-qualify an investment for the EB-5 Visa Program. Individual investor applications on Form I-526 must be filed with USCIS by the foreign investor to determine the suitability of the Project and the partnership interests for immigration purposes under 8 U.S.C. § 1153 (b)(5)(a) - (d); INA § 203 (b)(5)(a) - d). USCIS may deny such an application. Processing times USCIS and USDOS processing times for I-526 Petitions and the adjustment of status or consular processing cases are not predictable, notwithstanding published processing times by these agencies. Delays in processing may occur. USCIS and USDOS advise investors not to make changes in any living, employment, schooling or other lifestyle arrangements before receiving CLPR through the EB-5 Visa Program. Government filing fees Government filing fees may change. Such changes may increase the immigration filing costs to an investor who has made an investment in the Project and who is waiting to file an I-526 Petition or a consular processing or AOS case (and collateral applications for employment authorization and advanced permission to travel). Limitations on return of funds if I-526 Petition is denied In general, once the General Partner accepts the investment and the funds are released from escrow, the funds are nonrefundable. However, an investor may seek a return of the $500,000 capital contribution and a portion of the $50,000 administrative fee if his or her I-526 petition is denied. Any return of funds is subject to the discretion of the General Partner, and requires that an investor has made a good faith effort to secure USCIS approval of his or her I-526 petition. A request for the return of capital and a portion of the administrative fee must be made in writing to the General Partner. Additionally, the EB-5 Visa Program, by virtue of recent amendments to the regional center pilot program enabling legislation, has been extended through September 30, 2015. Thereafter, if the regional center pilot program lapses, for each investor whose case is filed with USCIS but not adjudicated on or before the date of lapse, such investor’s $500,000 capital contribution will remain invested in the Partnership provided: (1) The regional center pilot program is reauthorized retroactively or is pending reauthorization within a twelve month period following sunset, and the investor's I-526 petition is in due course adjudicated; or (2) Legislation is enacted or pending providing substantially similar immigration benefits to investors under the former EB-5 regional center program within a twelve month period following sunset. If none of the events described in 1 or 2 occur, or are not pending as stated, at the investor’s election, the investor may (1) remain invested in the Project; or, (2) make a written request to the general partner for a refund of the capital contribution of $500,000. Within 90 days of the general partner’s receipt of a request for a refund, the capital contribution will be refunded by the Partnership.

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Targeted employment areas and the minimum investment amount As a general rule, the EB-5 Visa Program calls for a minimum investment of $1,000,000 USD. This sum may be reduced to $500,000 USD if the EB-5 Project that receives the investment is situated in a TEA. The eligibility of an EB-5 Project to accept $500,000 USD investments is questioned if the project was situated in a TEA at the time the investment was made but is not in a TEA at the time the I-526 Petition is filed. In the case of a TEA based upon the project's location in a rural area, this difference might occur because during this interim period new population data is published or because a new MSA is described to include the location of the project, albeit within a rural area. In the event of a change between the date of the investment and the date of the filing of the I-526 Petition, USCIS has said that it will consider the project to be within a TEA at the time of the investment if the invested funds were available to the project to undertake employment creation before the I-526 Petition was filed. In this Project, USCIS should apply this standard inasmuch as the invested funds are irrevocably committed to the Project before the I-526 Petition is filed. There can be no assurance that USCIS will apply this rule appropriately. USCIS has also said it will not permit every investor in a pooled investment project to invest only $500,000 USD merely because one or more investors were previously permitted to do so based upon the prior presence of a project in a TEA. If the location of the project is judged to no longer be within a TEA, investors filing 1-526 Petitions thereafter will be required to invest $1,000,000 USD. No assurance can be provided that no new population data will be published rendering the location of a project outside a rural area or that new MSA boundaries depicting the location of the Project in the MSA will not be published. Investors should consult with their counsel concerning TEA issues and issues concerning the effects of investments of differing amounts on immigration and investment matters of significance to the investor. Attaining lawful permanent residence Despite the approval of an investor’s I-526 Petition, there cannot be any guarantee that the investor or the investor’s spouse or any of the investor’s minor, unmarried children will be granted lawful permanent residence. The grant of such immigration status is dependent upon the personal background of each applicant. Any one of several government agencies may determine in its discretion, usually without the possibility of appeal, that an applicant for lawful permanent residence is excludable from the United States. Additionally, USCIS or a U.S. consulate or embassy could readjudicate and/or return an approved I-526 petition for revocation if there is a concern that the petition was approved in error. Grounds for exclusion or inadmissibility Applicants for lawful permanent residence must demonstrate, affirmatively, that they are admissible to the United States. There are many grounds of inadmissibility that the government may cite as the basis to deny admission for lawful permanent residence. 1. Various statutes, including, for example, Sections 212, 237 and 241 of the INA, the Antiterrorism and Effective Death Penalty Act of 1996 and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 set forth grounds of inadmissibility, which may prevent an otherwise eligible applicant from receiving an immigrant visa, entering the United States or adjusting to lawful permanent residence. 2 Examples of aliens precluded from entering the United States include:  Persons who are determined to have a communicable disease of public health significance;

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

               

Persons who are found to have, or have had, a physical or mental disorder, and behavior associated with the disorder which poses, or may pose, a threat to the property, safety, or welfare of the alien or of others, or have had a physical or mental disorder and a history of behavior associated with the disorder, which behavior has posed a threat to the property, safety, or welfare of the immigrant alien or others, and which behavior is likely to recur or to lead to other harmful behavior; Persons who have been convicted of a crime involving moral turpitude (other than a purely political offense), or persons who admit having committed the essential elements of such a crime; Persons who have been convicted of any law or regulation relating to a controlled substance, admitted to having committed or admits committing acts which constitute the essential elements of same; Persons who are convicted of multiple crimes (other than purely political offenses) regardless of whether the conviction was in a single trial or whether the offenses arose from a single scheme of misconduct and regardless of whether such offenses involved moral turpitude; Persons who are known, or for whom there is reason to believe, are, or have been, traffickers in controlled substances; Persons engaged in prostitution or commercialized vice; Persons who have committed in the United States certain serious criminal offenses, regardless of whether such offense was not prosecuted as a result of diplomatic immunity; Persons excludable on grounds related to national security, related grounds, or terrorist activities; Persons determined to be excludable by the Secretary of State of the United States on grounds related to foreign policy; Persons who are or have been a member of a totalitarian party, or persons who have participated in Nazi persecutions or genocide; Persons who are likely to become a public charge at any time after entry; Persons who were previously deported or excluded and deported from the United States; Persons who by fraud or willfully misrepresenting a material fact, seek to procure (or have procured) a visa, other documentation or entry into the United States or other benefit under the INA; Persons who have at any time assisted or aided any other alien to enter or try to enter the United States in violation of law; Certain aliens who have departed the United States to avoid or evade U.S. military service or training; Persons who are practicing polygamists; and Persons who were unlawfully present in the United States for continuous or cumulative periods in excess of 180 days.

No return of funds if visa or adjustment of status is denied Following approval of an investor’s I-526 Petition, the investor and the spouse and qualifying children of the investor must apply for an immigrant visa or adjustment to permanent resident status. As part of this process, they undergo medical, police, security and immigration history checks to determine whether any of them are inadmissible to the United States for any of the reasons mentioned above or for any other reason. The visa or adjustment of status may be denied notwithstanding the eligibility for or approval of the I-526 Petition. If, following subscription and payment of the investment funds and payment of the administrative fee the investor or the spouse or any children of the investor are denied a visa for conditional lawful permanent residence or denied adjustment of status to conditional lawful permanent residence such action will not entitle the investor to the return of any funds paid to the Partnership

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pursuant to this offering unless and until a substitute partner is found as set forth in the Partnership Agreement, and, in any event, there shall be no refund of the administration fees. Conditional lawful permanent residence Lawful permanent residence status granted initially to an investor and the spouse and qualifying children of the investor is “conditional.” Each investor and the spouse and qualifying children of the investor must seek removal of conditions before the second anniversary of lawful permanent admission to the United States. There cannot be any assurance that USCIS will consent to the removal of conditions as to the investor or as to the spouse or qualifying children of the investor, each of whom must make a separate application to remove conditions (albeit a single form is used to identify all applicants). If the investor fails to have conditions removed, the investor and the spouse and children of the investor will be required to leave the United States and will be placed in removal proceedings. Even if the investor succeeds in having conditions removed, the spouse and each qualifying child of the investor, separately, must have conditions removed. Failure to have conditions removed as to any of these members of the investor's family will require some members to depart from the United States and such family members will be placed in removal proceedings. No regulations regarding removal of conditions Generally USCIS regulations governing lawful permanent residence for investors do not state specifically the criteria which USCIS apply to determine eligibility for the removal of conditions to lawful permanent resident status. Courts have determined some standards and USCIS have issued memoranda on some issues. The investor should seek the advice of immigration counsel to determine all of the issues that may arise in the I-829 Petition process on account of the absence of regulations controlling the process or resulting from ambiguities in existing law and regulations. USCIS can be arbitrary in interpreting the law. Policy memos issued by USCIS do not necessarily have the binding authority of a regulation. This means that USCIS may change the agency’s interpretation of the law with little or no notice to the public. Business changes and business failures The I-526 Petition must be supported by evidence that the EB-5 Project has received all investor capital, will dedicate the funds to furtherance of the EB-5 Project and thereby will create the requisite number of employment positions. When an investor seeks removal of conditions, the I-829 Petition must be supported by evidence that these requirements have been met, or, if they have not been met, there must be compelling explanations for delays or changes in the EB-5 Project. If the EB-5 Project is delayed in its implementation, if invested funds are expended differently or more slowly than anticipated or if employment is behind schedule, USCIS will expect documentation of changed circumstances to explain the delay and evidence that the project is following its essential business plan. It will be incumbent upon the investor to establish that despite such changes, the requirements of the EB-5 Visa Program have been met, the required capital has been paid to the Project, the investment has been sustained and the requisite number of employment positions has been created. There cannot be any assurance that USCIS will consider a change in the business plan to be immaterial, will be persuaded by the investor’s explanation of the reason for the change, or will conclude that the investor’s EB-5 Project is following the business plan contemplated by the I-526 Petition and that the requirements of the EB-5 Visa Program are being or will be met by the Project. Failure to persuade USCIS on each of these issues will result in the denial of an investor’s I-829 Petition. In this event, the investor and the investor's qualifying family members will be placed in removal proceedings and may be required to depart the United States. In the event of a material change to the business plan in the Project between the time the I-526 Petition is filed and the time the investor applies for removal of conditions, the investor may be required by USCIS

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to file a new I-526 Petition that incorporates changes in the Project. Investors are solely responsible for seeking qualified U.S. immigration counsel to determine whether USCIS would require the filing of a new I-526 petition, should circumstances and facts change. In some cases, this will necessitate a new twoyear period of conditional permanent residence after which the investor will be expected to file a new I829 Petition to remove conditions. If a new I-526 Petition is filed, the children of the investor who become twenty-one (21) years old or who married before the new I-526 Petition is filed will be deemed to have “aged out” and will not be eligible to immigrate based upon the parent-child relationship with the investor. The spouse of the investor, divorced from the investor before the new I-526 Petition is filed, will also be ineligible to immigrate based on the former marriage. There cannot be any assurance that all investors in the Partnership will have subscribed and have paid in all required capital on the anticipated schedule, that the Project will be developed as scheduled or that invested funds will be expended as scheduled or in a manner anticipated in the business plan. It is possible, and no assurance may be provided to the contrary, that the Project will not hire workers on the predicted schedule. Should one or more of these circumstances occur, no assurance may be given that USCIS will be satisfied with the explanation. If USCIS rejects the explanation, the I-829 Petition will be denied and the investor and the investor’s qualifying family members will be placed in removal proceedings which may require them to depart the United States. USCIS expects that an EB-5 Project will be continuously maintained through the period of conditional lawful residence to the time the I-829 Petition is filed. USCIS will examine the matter of whether the investment has been lost prior to or may be lost soon after conditions are removed. USCIS will also focus on whether an EB-5 Project is likely to cease its operations shortly after conditions are removed, thereby shedding employment it has created. If an EB-5 Project fails (meaning foreign investments are lost or are expected to be lost, or if jobs are not created in sufficient numbers or once created are lost or are expected to be lost) during the period of an investor’s conditional residence or is deemed likely to fail shortly after conditions are removed, USCIS will not remove conditions. Investors are not credited for having made investments in good faith or for having created all the required employment during a part of the period of conditional residence. No assurances may be given that this Project will not fail during the period of conditional permanent residence or at some time thereafter. No assurance may be provided that USCIS will forgive such failure or anticipated failure by granting an investor’s I-829 Petition. If the petition is denied, the investor and the investor’s qualified family members will be placed in removal proceedings and may be required to depart the United States. Review of I-526 Petition compliance during the I-829 Petition process USCIS, at its election, uses the I-829 Petition process to review the investor’s compliance with previously resolved I-526 Petition requirements. Such a review will be undertaken if the examiner believes that the prior favorable determination was “legally deficient” or if material facts have changed during the period of conditional residence. If USCIS believes the investor is not eligible to participate in the EB-5 Visa Program, the burden is on the investor to establish eligibility by reliance on “independent objective evidence.” The Partnership will seek as much information as possible from USCIS, where good business practices permit, in an effort to assist investors in qualifying for the removal of conditions. However, in the absence of regulations the Partnership may make certain management decisions without assurance that they will not be challenged by USCIS, thus resulting in a request for evidence and, possibly, the denial of an investor’s I-829 Petition. If the I-829 Petition is denied the investor and the investor’s spouse and qualifying children will be expected to depart the United States and will be placed into removal proceedings.

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Each investor should consult with immigration counsel and become educated about the standards that will determine eligibility of the investor and the spouse or children of the investor to achieve unconditional lawful permanent residence in the United States. Numerical quotas Currently, 3,000 of the total 10,000 visas that are allocated annually under the EB-5 Visa Program are available to foreign investors and their spouses and qualifying children who are making an investment in a TEA. The Project is currently situated within a TEA. The visas are available on a first-come, firstserve basis. Recently, USCIS has announced that it considers the 3,000 visas for investors in a TEA as a guaranteed allocation, not a quota, so that all TEA cases are eligible to seek a visa, up to the annual quota of 10,000 visas. Currently, the allocation of visas for foreign investors in TEAs has not been oversubscribed despite increasing demand for visas under the EB-5 Visa Program. There is no reliable means to predict if delay due to unavailability of visas will occur, or, if it occurs, how long an investor or the spouse and qualifying children of the investor will wait before visas becomes available for them. In addition, there could be an exhaustion of visa numbers in a fiscal year for nationals of a specific country (e.g. China). Changes to current law on quotas or USCIS practices regarding the allocation of visas under the EB-5 Visa program could adversely impact the investor. Investors should seek the advice of immigration counsel concerning the law and USCIS practices regarding the availability of visas. Expiration of the regional center pilot program The regional center pilot program is significant to each investor until the investor receives unconditional lawful permanent residence. Each of the three stages to be completed by the investor in an EB-5 Project affiliated with a regional center prior to removal of CPLR is dependent upon the existence of the regional center as authorized by the pilot program. Certain government agencies that confer immigration benefits upon EB-5 Investors have announced that they are not authorized to confer such benefits (e.g., approve an I-526 Petition, approve an I-485, application to adjust status or grant an immigrant visa to an EB-5 Investor or approve an I-829 Petition) in the event the regional center pilot program expires. The investor’s qualifying relatives are subject to the same outcomes as the investor if the regional center pilot program expires. The regional center pilot program was first created in 1992. Since then it has been extended, most recently in 2012, until September 30, 2015. This Project seeks the benefit of the regional center pilot program that permits employment created indirectly by investments in the Project to be counted towards the minimum number of employment positions needed to qualify under the EB-5 Visa Program. There is no reliable means to know if the regional center program will be extended beyond September 30, 2015 or made permanent. If the regional center pilot program lapses, investors whose projects depend upon regional centers may not be able to file I-526 Petitions or have filed petitions adjudicated; and, applications for lawful permanent residence or the removal of conditions may be rejected, delayed or denied, depriving the investor and the investor’s qualifying family unable to enter, live or work in the United States. Currently, there is no way to know or predict the positions that the relevant government agencies will take concerning the immigration rights of EB-5 Investors in regional center pilot program projects should the pilot program lapse.

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Active participation in Partnership business The EB-5 Visa Program requires that each investor be actively involved in the business affairs of the Partnership. Failure to be actively involved may jeopardize approval of the I-526 Petition or result in the denial of lawful permanent residence status for the investor and the spouse and the qualifying children of the investor. The Partnership Agreement mandates that each limited partner shall participate in the management of the business of the Partnership by making suggestions or recommendations to the general partner on issues of policy important to the Partnership. The Partnership Agreement also permits limited partners to participate in one or more of the activities (i) permitted of limited partners under VRULPA and (ii) otherwise set forth under the Partnership Agreement. No limited partner shall control the Partnership’s business or management or have any authority to act or bind the Partnership in any manner contrary to the provisions of the Partnership Agreement. The general partner cannot assure investors in the Partnership that these provisions are or will be satisfactory to USCIS to meet the active involvement requirement. Risks attendant to status as an alien entrepreneur USCIS frequently reinterprets the criteria for participation in the EB-5 Visa Program. The creation of new standards, changes in the emphasis that USCIS places on different factors, the reinterpretation of existing criteria and the publication of new field instructions to examiners without prior notice all become binding upon previously filed but unadjudicated I-526 Petitions and may affect whether such petitions will be approved. These USCIS actions also are binding on EB-5 Projects that have accepted some investors whose I-526 Petitions are being prepared for filing and may determine if such projects and the I-526 Petitions and I-829 Petitions based upon the projects will continue to be deemed compliant with applicable rules. There can be no assurance that compliance with standards in effect as of the date an I526 Petition is filed will lead to the approval of the I-526 or I-829 Petitions. The EB-5 Visa Program contains many conditions that must be met to the satisfaction of USCIS. Investors should consult with immigration counsel to review all EB-5 Visa Program requirements. The failure to meet even one of these requirements to the satisfaction of USCIS may result in the denial of the investor’s I-526 Petition or subsequent petitions. Consular processing - visa not guaranteed In some instances, consulates place visa applicants in “administrative processing.” Consuls are very reluctant to explain the specific reasons for this additional step taken before a visa will be issued. This procedure may be encountered in consular posts that report high levels of visa fraud, posts in some countries that are hyper-vigilant concerning security matters or because some information about a visa applicant, in the opinion of a consular officer, merits further background checks. Once administrative processing begins, consulates will not discuss the progress of a visa application. Applicants are relegated to indeterminate waiting for a decision on a visa application. Such a decision may take years to obtain. Decisions by consuls are discretionary and unreviewable. USCIS and USDOS report efforts to communicate more efficiently regarding their respective roles in determining the eligibility of EB-5 Investors for immigrant visas. There cannot be any assurance that improved communications will occur generally or with respect to a particular investor or the investor’s spouse or minor children. Neither may it be assured that improved communications will result in the issuance of a visa. Factors extraneous to the EB-5 Project or the relationship of the investor to the project that a consul may, with unreviewable discretion, elect to consider could result in the denial of a visa. Investors are advised to seek immigration counsel on matters of consular processing. Admission after investing, filing the I-526 Petition or during consular processing Admission to the United States as a visitor or in most other non-immigrant statuses is predicated upon the intent to depart the country at the end of the period of admission. Experienced legal practitioners caution that non-immigrant intent may be difficult to establish once an investor has paid funds into an EB-5

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Project or files an I-526 Petition, as the sole purpose of this investment and petition is to establish that the investor qualifies to become a lawful permanent resident. Investors should consult with immigration counsel to evaluate the risks associated with seeking temporary (non-immigrant) admission to the United States subsequent to making the investment or filing an I-526 Petition or an application for an immigrant visa. Despite best efforts, an inspector may deny admission under these circumstances. Such a denial may also result in formal exclusion from the United States which might preclude admission with an immigrant visa for a period of years. Adjustment of status Making the investment and filing the I-526 Petition before applying for AOS may be viewed by USCIS as evidence of immigrant intent and may result in the denial of AOS. In such an event, the investor will be required to depart the United States and will need to seek an immigrant visa through consular processing. Any fraud or misrepresentation to U.S. immigration or consular officials could result in a finding of an Investor’s permanent ineligibility to secure a green card. There may be additional reasons why an alien may not adjust status, which is a benefit granted in the discretion of USCIS. There is no appeal from a denial of AOS; the only relief available is a request to reopen or re-consider the AOS application. Investors should consult with immigration counsel to determine if they, their spouse and their children are eligible for AOS or if pursuit of AOS would be prudent. Near the conclusion of an AOS case, USCIS may schedule an interview for the AOS applicant. The interview may be waived by USCIS, but the waiver should not be expected. Experienced immigration law practitioners believe that USCIS uses profiling information to determine who will be interviewed and it also interviews some AOS applicants to maintain the integrity of its screening process. There is no formal process to request the waiver of an interview. Investors should consult with immigration counsel on all matters concerning adjustment of status. Removal of conditions In the history of the EB-5 Visa Program, INS (now USCIS) modified the requirements for removal of conditions after the time that some investors were granted CLPR. As a result of this action, certain of those investors were unable to comply with the new requirements, creating the possibility that they would be removed from the United States. Certain of these investors contested the change in rules after their investments were made. Their position was supported in litigation that resulted in INS being ordered to reconsider their applications to remove conditions by applying the original rules. There is an increased interest by USCIS in examining all aspects of an EB-5 Project and investor petition compliance during the removal of conditions process. Investors should seek guidance from competent counsel concerning all aspects of the removal conditions process and the effect of possible USCIS actions on the investor and the investor’s spouse and qualifying children. Family relationships 1. The spouse of the investor may accompany or follow to join an investor who has been granted conditional lawful permanent residence provided that the investor and the spouse were married at the time of the investor’s acquisition of CLPR. If the relationship is one in common law, the “spouse” of the investor may not acquire lawful permanent resident status on account of the relationship. Not all valid marriages will be recognized for purposes of U.S. immigration. Investors should consult competent counsel regarding the eligibility of their spouse for immigration benefits. 2. Certain children or step-children of the investor may accompany or follow to join an investor who has been granted conditional lawful permanent residence provided that the investor can establish parentage or step-parentage at the time of the investor’s first admission to the United States as a conditional lawful permanent resident or adjustment of status to lawful permanent residence.

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Failure to comply with all applicable requirements may result in the separation of a child from the investor or the investor’s spouse for protracted periods, in some instances for years, while other immigration opportunities are attempted in an effort to reunite the family. U.S. law excludes some step-children and adopted children from eligibility for immigration benefits. Investors should consult competent immigration counsel regarding the eligibility of their children for immigration benefits. 3. A “child” is someone under the age of 21 years who is unmarried. If a child becomes age 21 or marries before being admitted to the United States as a lawful permanent resident or adjusting to lawful permanent resident status, the former child, now deemed a son or daughter, may not be eligible to accompany or follow to join the investor. In some circumstances, the Child Status Protection Act (“CSPA”) may assist a son or daughter to qualify as a child by reducing the deemed age of the son or daughter to less than 21 years, but the law is unclear and USCIS has not issued any regulations interpreting the CSPA. Failure to meet the requirements of the CSPA may result in the separation of a son or daughter from the investor or the investor's spouse for protracted periods, in some instances for years, while other immigration opportunities are attempted in an effort to reunite the family. 4. Under some circumstances a child who becomes 21 years of age or marries while holding conditional lawful permanent resident status, or the spouse of the investor who is divorced from the investor while holding conditional lawful permanent resident status, may be eligible to remove conditions by being included in the investor’s I-829 Petition or filing a separate I-829 Petition. Failure to meet qualifying conditions, which may not be within the child’s or divorced spouse’s control, and about which the law and regulations do not provide clear guidance, will result in the child or divorced spouse being placed in removal proceedings and may require the child or divorced spouse to depart the United States. 5. Upon the death of an investor holding conditional lawful permanent resident status, a spouse and qualifying children of the investor also holding such status are entitled to seek removal of conditions by submission of the same evidence demonstrating compliance with required criteria that USCIS requires of an investor seeking to remove conditions. Failure of each member of the family to establish these criteria will result in the denial of the application to remove conditions, placement of the family members in removal proceedings and their mandated departure from the United States.

TERMS OF THE OFFERING Subscriptions to the Partnership You are being offered the opportunity to purchase a limited partnership interest in the Partnership. Each such interest is referred to herein as a “Unit” and is being offered for a subscription price of $500,000, which does not include the $50,000 administrative fee described below. The time period for the offer and sale of the Units began on the date of this private placement memorandum and will continue until the Partnership has received gross proceeds from the sale of Units of both partnerships totaling $52,000,000 (exclusive of the administrative fee), unless terminated sooner by the general partner in its sole discretion. The minimum individual subscription and capital contribution to the Partnership is $500,000 which is the minimum investment amount prescribed for qualifying investments in a regional center under the EB-5 Visa Program. To the extent that the minimum qualifying investment amount is increased, the minimum subscription and capital contribution will be increased to match the minimum qualifying investment amount. In addition to his or her capital contribution each investor must also pay an administrative fee of $50,000 to the general partner. The administrative fee will be used to pay (including reimbursement of previously paid amounts) the fees and expenses of the general partner and Mount Snow Ltd. incurred in structuring

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and organizing the Project in compliance with the requirements of the EB-5 Visa Program, including marketing, consulting, escrow, legal and other fees and expenses and any fees of foreign broker/dealers, and coordinating with counsel and foreign broker/dealers with respect to the collection of information from potential alien entrepreneurs and other administrative matters arising in connection with their admission as limited partners of the Partnership. In order to participate in the offering and purchase a Unit in the Partnership, you should make a check for $550,000 for your subscription and capital contribution ($500,000) and for your administrative fee ($50,000) payable to “Peoples United Bank”. You should mail your check together with your completed and signed subscription agreement and consent to limited partnership agreement and investor questionnaire, to the general partner at the following address: Mount Snow GP Services LLC PO Box 2805 89 Grand Summit Way West Dover, VT 05356. Alternatively, in lieu of check you may pay your subscription and capital contribution and administrative fee by wire transfer to the following account: People’s United Bank Two Burlington Square ABA# 221172186 A/C# 0019100316 Attn: Trust Operations FBO: Mount Snow Carinthia Group Escrow As described below on Page 53, the general partner may at its discretion cause a limited partner to exchange its interest in Carinthia Group 1, L.P. for an economically equivalent interest in the parallel fund, Carinthia Group 2, L.P. Escrow Agreement /Acceptance of Subscriptions Your execution of the subscription agreement and consent to limited partnership agreement constitute your offer to buy a Unit in the Partnership and to hold the offer open until your subscription is either accepted or rejected by the general partner or you withdraw your offer. To withdraw your subscription agreement, you must give written notice to the general partner before your subscription agreement is accepted by the general partner. All capital contributions and administrative fees will be held in escrow by People’s United Bank (the “Escrow Agent”) pursuant to the terms of an escrow agreement between the investor, the general partner and the Escrow Agent (the “Escrow Agreement”). Funds will not be released from escrow until approval of the first I-526 petition filed by an investor in the Partnership (the “Escrow Release Condition”). Once the Escrow Release Condition is satisfied, the funds will remain in escrow until released by the general partner to be used to fund the Project. Until such time as the general partner releases the funds from escrow, the general partner may, in its sole discretion, reject an investment in the partnership. Subject to the foregoing, your investment will be accepted or rejected by the general partner in its sole discretion. The general partner's acceptance of your subscription is discretionary, and the general partner may reject your subscription for any reason without incurring any liability to you for this decision. If your subscription is rejected, then all of your funds, including the administrative fee, will be promptly returned to you without deduction for any fees.

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There is no minimum level of aggregate subscriptions that must be received by the general partner before it accepts an individual investor’s subscription. Subject to the terms of the Escrow Agreement and the satisfaction of the Escrow Release Condition, unless rejected by the general partner in its sole discretion, each subscription may be accepted by the general partner as and when received. Accordingly, subject to satisfaction of the Escrow Release Condition, upon confirmation that the capital contribution and administrative fee has been deposited in to the escrow account and receipt from the general partner of the executed subscription agreement and consent to limited partnership agreement, escrow agreement and investor questionnaire, the general partner may authorize the escrow agent to release the subscription amount to the Partnership and the administrative fee to the general partner. Your subscription may be accepted before subscriptions have been accepted that would permit the Partnership to fund the loans to West Lake LLC and Carinthia Ski Lodge LLC in full and enable them to complete development of the Project. To the extent that the offering is not fully subscribed and less than $52,000,000 is raised, the Partnership will allocate up to the first $30,000,000 of subscriptions received and accepted to West Lake LLC for the development of the West Lake Project. Further, the West Lake Project will be developed in three tranches consisting of $10,000,000 (tranche one), $12,500,000 (tranche two) and $7,500,000 (tranche three). To the extent that the general partner accepts subscriptions for any tranche and the proceeds resulting from such subscriptions do not equal the amount for such tranche set forth above, Mount Snow will be required to make alternative arrangements to finance the balance of the tranche. There can be no assurance that Mount Snow will be able to obtain such additional financing on acceptable terms, or at all. If and when subscriptions received exceed $30,000,000, the next $22,000,000 will be allocated to Carinthia Ski Lodge LLC for the development of the Carinthia Ski Lodge. To the extent that the general partner accepts subscriptions for the development of the Carinthia Ski Lodge and the proceeds resulting from such subscriptions do not equal $22,000,000, Mount Snow will be required to make alternative arrangements to finance the balance required to complete the Project. There can be no assurance that Mount Snow will be able to obtain such additional financing on acceptable terms, or at all.

MANAGEMENT General Partner The Partnership will have no officers, directors or employees. Instead, Mount Snow GP Services LLC will serve as the general partner of the Partnership. The general partner is headquartered at 89 Grand Summit Way, West Dover, VT 05356, which is also the Partnership's primary office. Mount Snow Ltd. is the sole member of the general partner. Officers of General Partner Since the general partner is a limited liability company, and not a corporation, it has no directors but is managed by a board of managers. The sole manager of the general partner is currently Richard Deutsch. Mr. Deutsch is Vice President — Business and Real Estate Development and a Director of Peak Resorts. He has served in these positions for over ten years. As the Vice President — Business and Real Estate Development, Mr. Deutsch is responsible for developing Peak Resorts’ growth strategy, along with Messrs. T. Boyd and Mueller, and identifying and evaluating acquisition targets and other potential growth opportunities.

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FEDERAL INCOME TAX CONSEQUENCES The following discussion is for informational purposes only and is not intended as tax or legal advice. Each potential investor should seek advice based on the investor’s particular circumstances from an independent tax advisor. Introduction This discussion is based on the Partnership’s intended plan of operation, as described in this private placement memorandum and the Partnership Agreement, applying the federal income tax laws as currently in effect as contained in the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, and relevant judicial decisions and administrative guidance. The federal tax laws are subject to change, possibly with retroactive effect, and any such change may materially affect the tax consequences of an investment in the Partnership. Neither the General Partner nor its counsel has any continuing duty to advise the Partnership or any limited partner of any changes in the tax law that may affect any party or cause any part of this discussion to become inaccurate. No rulings or opinions of counsel have been, or will be, requested with respect to any tax-related matter discussed herein. There can be no assurance that the positions the Partnership takes on its tax returns will be accepted by the Internal Revenue Service (the “IRS”). This discussion relates only to U.S. federal income taxes and not to any local, state or foreign taxes or U.S. federal taxes other than income taxes. Because this discussion is a general summary, it does not address all aspects of federal income taxation that may be relevant to a particular investor in light of the investor’s particular circumstances, nor does it address, unless explicitly noted (and only to the extent so noted), certain types of investors subject to special treatment under the federal income tax laws, including but not limited to the following:               

tax-exempt organizations (except as discussed under “Tax-Exempt Partners” below); insurance companies; financial institutions, broker-dealers; dealers in securities or currencies; traders in securities that elect to use the mark-to-market method of accounting for their securities; investors who are themselves partnerships or other pass-through entities for federal income tax purposes; regulated investment companies; real estate investment companies; real estate mortgage investment conduits; expatriates; persons liable for alternative minimum tax; persons whose “functional currency” is not the U.S. dollar; persons holding their investment as part of a hedging, constructive sale or conversion, straddle, or other risk-reducing transaction; and persons acquiring their interests in the Partnership in connection with the performance of services.

Except as otherwise explicitly noted under “Non-U.S. Partners” below, this summary addresses only (i) individual citizens or residents of the United States (including dual residents treated as a U.S. tax resident under an applicable tax treaty), (ii) corporations (including entities treated as corporations for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia, (iii) estates with income subject to United States federal income tax regardless of its

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source, (iv) trusts subject to primary supervision by a United States court and for which United States persons control all substantial decisions, or that were in existence on August 20, 1996 and have elected to be treated as a U.S. person; or (v) persons whose worldwide income or gain is otherwise subject to U.S. federal income tax on a net income basis. The discussion below assumes that a partner holds its interest in the Partnership as a capital asset within the meaning of section 1221 of the Code. Portions of this discussion address the ability of investors to utilize items of loss or deduction allocated to them by the Partnership. Potential investors are cautioned that the Partnership will not be operated for the purpose of generating tax deductions, losses, credits or other benefits. Investors should not anticipate that an investment in the Partnership will yield items of deduction, loss, or credit to offset items of income or gain from other sources. Tax Status of the Partnership The Partnership intends to be treated as a partnership for federal income tax purposes. In general, as discussed below, partnerships are not separate taxable entities. However, certain “publicly traded partnerships” are taxed as corporations for federal income tax purposes. A partnership is “publicly traded” for this purpose if its interests are traded on an established securities market or are readily tradable on a secondary market (or the substantial equivalent thereof), as defined in the Code. The Partnership Agreement may contain restrictions on the transferability of any interest in the Partnership and other terms designed to prevent the Partnership from being treated as publicly traded for this purpose. If the Partnership were classified as an association or a publicly traded partnership taxable as a corporation, the Partnership would pay federal income tax at corporate rates on its net income, and distributions to the partners would in general be dividends to the extent of the Partnership’s “earnings and profits” (as defined for tax purposes), with distributions in excess thereof being treated first as a return of capital and thereafter as capital gain. Any such tax at the entity level would reduce the amount of cash available for distribution to the partners. This discussion of material U.S. federal income tax consequences assumes that the Partnership will be treated as a partnership (other than a publicly traded partnership taxable as a corporation) for federal income tax purposes. Taxation of Partners on Profits, Losses and Distributions of the Partnership As a partnership, the Partnership will not be subject to entity-level federal income tax. Instead, each partner will be required annually to take into account and report separately, on its own federal income tax return, its respective distributive share of the Partnership’s items of taxable income, gain, loss, deduction and credit for the taxable year of the Partnership ending with or within the partner’s taxable year, regardless of whether the partner has received or will receive any distribution of cash or property from the Partnership. It is possible that partners will incur tax liabilities attributable to the Partnership that exceed the amount of cash distributions made to them. Generally, ordinary income or loss earned or incurred by the Partnership will be ordinary income or loss to the partners, and capital gain or loss earned or incurred by the Partnership will be capital gain or loss to the partners. Whether such capital gain or loss is longterm or short-term will generally depend on the Partnership’s holding period for the underlying capital asset and not a partner’s holding period for its interest in the Partnership. Distributive shares of income, gain, loss, deduction and credit are allocated in accordance with the Partnership Agreement. The Partnership expects that such allocations will be respected by the IRS as either having “substantial economic effect” (or be deemed to have substantial economic effect) or being determined in accordance with a “partner’s interest in the partnership.” However, the Treasury Regulations regarding when allocations are respected for tax purposes are very complex, and there can be no assurance that the allocations described in the Partnership Agreement will be respected by the IRS.

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Generally, cash distributions received by a partner from the Partnership (as opposed to allocations of taxable income or loss) will only be taxable to the extent such distributions exceed the partner’s basis in its Partnership interest. Distributions of property (other than cash) received by a partner from the Partnership are generally not taxable. However, if the Partnership does not qualify as an “investment partnership” within the meaning of Section 731(c)(3)(C) of the Code, a partner receiving a distribution of marketable securities from the Partnership may recognize taxable gain to the extent the fair market value of the distributed securities, plus any distributed money, exceeds the partner’s basis in its Partnership interest. A partner selling appreciated securities distributed to it tax-free by the Partnership will generally recognize taxable gain based on the total appreciation in the value of the securities (subject to certain adjustments and exceptions in the case of a distribution in liquidation of a partner’s Partnership interest), including such appreciation that accrued while the securities were held by the Partnership. Although the Partnership itself will not be subject to federal income tax, it will compute its taxable income like an individual, except that certain deductions are not allowed, and certain items must be separately stated on the Partnership’s annual federal partnership information tax return. The Partnership’s taxable year will be determined in accordance with the requirements of the Code and is expected to be the calendar year. The Partnership also will provide partners with statements to assist partners in determining and reporting on their federal income tax returns items of taxable income, gain, loss, deduction and credit arising from their investment in the Partnership. While the Partnership will endeavor to provide timely tax reporting to all partners, it cannot guarantee that this can be accomplished in any year or at all. It may be that, in any given fiscal year, such reporting may not be available until after April 15 of the following year. Partners, therefore, should be prepared to obtain extensions of the filing date for their income tax returns at the federal, state and local level. Limitation on Use of Partnership Losses and Certain Deductions The Code and Treasury Regulations limit the ability of partners to utilize losses and deductions that may arise from the Partnership’s activities. For instance, allocations of loss or deduction from the Partnership, or the ability to utilize such allocations, may be limited by a partner’s adjusted tax basis in its interest in the Partnership at the end of the Partnership’s taxable year in which the loss or deduction incurred. Additionally, individuals and certain closely held corporations are subject to the “at risk” rules that limit a partner’s ability to utilize losses to the amount the partner has at risk in the Partnership’s activities. A partner’s at-risk amount generally is equal to the partner’s adjusted tax basis in its interest in the Partnership, except that it will generally not include any amount attributable to liabilities of the Partnership or any amount borrowed by the partner on a non-recourse basis. To the extent that a partner’s allocable share of Partnership losses is not allowed because the partner has an insufficient amount at-risk in the Partnership, such disallowed losses may be carried forward by the partner to subsequent taxable years and will be allowed to the extent of the partner’s at-risk amount, if any, in subsequent years. The use of capital losses is subject to significant limitations, as is the use of deductions for “investment interest” should the Partnership use leverage in its investments. The Partnership’s organizational expenses are not currently deductible, but may be amortizable only over a 15-year period, if at all. Certain syndication expenses incurred by the Partnership in offering and selling Partnership interests will be non-deductible altogether. Partners that are individuals, estates or trusts may deduct so-called “miscellaneous itemized deductions” (e.g., fees paid to the Management Company) only to the extent such deductions exceed 2 percent of the partner’s adjusted gross income. Further, the amount in excess of that 2-percent floor is subject to an overall limitation on itemized deductions. The Code restricts the deductibility of losses from a “passive activity” against certain income which is not derived from a passive activity. Except to the extent the Partnership invests in entities operating a trade

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or business and organized as a partnership for tax purposes, the Partnership’s investment activities should not constitute a passive activity for purposes of the passive activity loss rules. Therefore, a partner will not be able to utilize losses and deductions from passive activities to offset the partner’s share of the Partnership’s income and gain (until the partner disposes of its interest in the passive activity). Disposition of Interest Upon a sale or transfer of an interest in the Partnership, a partner will recognize gain or loss equal to the difference between such partner’s amount realized (as determined for tax purposes) and such partner’s adjusted tax basis in the interest (or portion thereof) sold or transferred. A partner’s “amount realized” generally will include both the fair market value of the consideration received and the partner’s allocable share of any liabilities of the Partnership. A partner’s tax basis in his, her, or its interest in the Partnership initially will be the amount paid for the Partnership interest plus the partner’s share (as determined for federal income tax purposes) of any liabilities of the Partnership, and will thereafter be adjusted as required under the Code to give effect on an ongoing basis to the partner’s share of the Partnership’s tax items, distributions, and liabilities. The rules governing basis adjustments and the taxation of distributions are complex, and prospective investors should consult with their own tax advisors concerning these rules. A partner’s gain or loss upon a disposition of its interest in the Partnership will typically be capital gain or loss, long-term if the partner holds the interest for more than one year, except that gains or losses attributable to inventory or unrealized receivables (defined broadly to include, among others, recapture items, market-discount bonds, short-term obligations, and stock in certain foreign corporations) will be ordinary income or loss. As described above, the use of capital losses is subject to significant limitations. Tax Audits An IRS audit of the Partnership would be conducted at the Partnership level in a single proceeding, rather than by individual audits or judicial proceedings involving the partners separately. The General Partner would represent the Partnership at any such audit as the Partnership’s “tax matters partner” and has considerable authority to make decisions affecting the tax treatment and procedural rights of the partners. The General Partner may also enter into settlement agreements with the IRS that bind partners and consent on behalf of the Partnership to extend the statute of limitations for assessing a deficiency with respect to a Partnership item. An audit of the Partnership may result in changes to the treatment of the Partnership’s tax items and may result in partners being required to pay additional tax, interest and possibly penalties. An audit of a return filed by the Partnership could lead to an audit of a partner’s separate tax return and to adjustments to items that are not related to an investment in the Partnership. The Partnership will not be responsible for paying any expenses incurred by a Partner in connection with an audit of its returns, a partner’s participation in an audit of a return filed by the Partnership, or in any subsequent judicial proceeding. Tax Elections The General Partner has the authority under the Partnership Agreement to make all tax elections for the Partnership, including an election under Section 754 of the Code to adjust the tax basis of the Partnership’s assets upon distributions of Partnership property to a partner and transfers of Partnership interests (including by reason of death). Once a Code Section 754 election has been made, it will remain in effect unless revoked with the consent of the IRS. As a result of the complexity and added expense of the tax accounting required to implement a Code Section 754 election, the General Partner may determine not to cause the Partnership to make a Code Section 754 election.

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Tax Shelter Reporting Requirements The Treasury Regulations impose special reporting rules for so-called “reportable transactions.” If it were determined that an investment in the Partnership constitutes a reportable transaction, each partner would be required to complete and file IRS Form 8886 with such partner’s tax return for the taxable year that includes the date that such partner acquired an interest in the Partnership. In addition, the General Partner may be required to disclose certain information about the partners and the Partnership to the IRS, including the partners’ capital commitments, tax identification numbers (if any), and dates of admission to the Partnership. The Partnership may engage in certain transactions that constitute reportable transactions and with respect to which both the Partnership and certain partners may be required to file Form 8886. In certain situations, the General Partner or its affiliates may be required to maintain lists of the investors in the Partnership and may be required to furnish such lists to the IRS at its request. Partners should consult their tax advisors for advice concerning compliance with the reportable transaction rules. Non-U.S. Partners The discussion below addresses the application of certain federal income tax laws to partners who are not United States citizens, residents, business entities, estates, or trusts (“Non-U.S. Partners”). The application of the federal tax laws to non-U.S. persons is complex, and this summary does not address all aspects of those laws. Except to the extent of income “effectively connected” with a U.S. trade or business (in all cases to include the disposition of U.S. real property or U.S. real property holding corporations), a Non-U.S. Partner’s distributive share of the Partnership’s capital gains will not be subject to U.S. tax, and its distributive share of the Partnership’s dividends, interest, and certain other income will be subject only to a 30-percent withholding tax. Under certain circumstances, the withholding tax may be reduced or eliminated if a Non-U.S. Partner properly certifies to its entitlement to tax treaty benefits or the “portfolio interest” exception (generally available to non-U.S. persons who do not own 10 percent or more of the issuing entity and receive non-contingent interest on registered debt obligations). A Non-U.S. Partner’s distributive share of the net gain recognized upon a disposition by the Partnership of a United States real property interest would be treated for federal income tax purposes as if it were effectively connected with a U.S. trade or business. In general, the Partnership must withhold tax on the Non-U.S. Partner’s distributive share of such net gain and each Non-U.S. Partner would be required to report its share of such gain on a U.S. tax return. The term “United States real property interest” generally would include: (i) an interest in real property in the United States or Virgin Islands; (ii) shares of stock in a U.S. corporation that does not have a publicly traded class of stock outstanding if 50 percent or more of the value of the corporation’s assets at any point during the preceding 5 years consisted of interests in United States real property; and (iii) shares of stock in a U.S. corporation that does have a publicly traded class of stock outstanding where (A) the corporation satisfies the real property ownership test described in clause (ii), above, and (B) the Partnership held (directly or pursuant to certain attribution rules) more than 5 percent of the outstanding stock of any publicly traded class of shares or held shares of non-publicly traded stock with a fair market value greater than that of 5 percent of the publicly traded class of the corporation’s stock with the lowest fair market value. If the Partnership is deemed engaged in a U.S. trade or business, or if a portfolio company treated as a partnership engages in a U.S. trade or business, then a Non-U.S. Partner of the Partnership will be deemed engaged in a U.S. trade or business. A Non-U.S. Partner deemed engaged in a U.S. trade or business is subject to federal income tax on any income “effectively connected” with that trade or business on similar

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terms and rates as a U.S. person. In those circumstances, the Partnership must withhold tax on the NonU.S. Partner’s distributive share of effectively connected income, and the Non-U.S. Partner must file a U.S. tax return. Furthermore, the Non-U.S. Partner may be subject to U.S. federal income tax on its gain from the disposition of its interest in the Partnership, and, if a corporation, the Non-U.S. Partner may be subject to an additional 30-percent branch profits tax on its earnings and profits effectively connected with the U.S. trade or business. The Partnership generally intends not to engage in a U.S. trade or business in its own activities. However, there can be no assurance that no part of a Non-U.S. Partner’s distributive share of income from the Partnership will be treated as effectively connected with a U.S. trade or business. Each potential investor should consult an independent tax advisor regarding the consequences of a cross-border investment in the Partnership in light of the investor’s particular circumstances. Foreign Account Tax Compliance Act The recently enacted Foreign Account Tax Compliance Act (“FATCA”) will impose a 30% withholding tax on any “withholdable payment” from a U.S. payer (including the Partnership) to (i) a “foreign financial institution,” unless such institution enters into an agreement with the U.S. government to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which would include certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with United States owners) or (ii) a foreign entity that is not a financial institution, unless such entity provides the U.S. payer with a certification identifying the substantial U.S. owners of the entity, which generally includes any U.S. person who directly or indirectly owns more than 10% of the entity. Under certain circumstances, the payee might be eligible for refunds or credits of such taxes. “Withholdable payments” to the Partnership subject to FATCA will include U.S.-source payments otherwise subject to nonresident withholding tax, and also include the entire gross proceeds from the sale of any equity or debt instruments of U.S. issuers (in either case to exclude payments made on “obligations” that were outstanding on March 18, 2012). The withholding tax will apply regardless of whether the payment would otherwise be exempt from U.S. nonresident withholding tax (e.g., under the portfolio interest exemption or as capital gain). The IRS is authorized to provide rules for implementing the FATCA withholding regime with the existing nonresident withholding tax rules. Under proposed regulations, this withholding will apply to U.S.-source payments otherwise subject to nonresident withholding tax made on or after January 1, 2014 and to the payment of gross proceeds from the sale of any equity or debt instruments of U.S. issuers made on or after January 1, 2015. Investors are urged to consult with their tax advisors regarding the effect, if any, of FATCA to them based on their particular circumstances. THE SUMMARY OF INCOME TAX CONSEQUENCES SET FORTH IN THIS MEMORANDUM IS NOT INTENDED TO BE A COMPLETE SUMMARY OF THE TAX CONSEQUENCES OF THIS INVESTMENT AND IS NOT INTENDED AS A SUBSTITUTE FOR CAREFUL TAX PLANNING. NO REPRESENTATION OR WARRANTY IS MADE BY THE GENERAL PARTNER WITH RESPECT TO THE TAX CONSEQUENCES OF THIS INVESTMENT. IN VIEW OF THE FOREGOING, EACH INVESTOR IS STRONGLY ADVISED TO CONSULT WITH ITS OWN PERSONAL TAX ADVISOR AS TO THE TAX ASPECTS AND RISKS OF THE ENTIRE TRANSACTION AND INVESTMENT DESCRIBED IN THIS PRIVATE PLACEMENT MEMORANDUM. CIRCULAR 230 DISCLOSURE: PURSUANT TO REGULATIONS GOVERNING PRACTICE BEFORE THE INTERNAL REVENUE SERVICE, ANY TAX ADVICE CONTAINED HEREIN IS NOT INTENDED OR WRITTEN TO BE USED AND CANNOT BE USED BY A TAXPAYER FOR THE PURPOSE OF AVOIDING TAX PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER.

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SUMMARY OF PARTNERSHIP AGREEMENTS The following summary of the Partnership Agreements does not encompass all of the terms of the Partnership Agreements and is only a summary of material terms. This summary is qualified by reference to the actual terms of the Partnership Agreements, the forms of which are included in Section 3 of the private placement memorandum. Prospective investors are advised not to subscribe until they have made a careful study of the actual text of the Partnership Agreements. NOTHING IN THE PARTNERSHIP AGREEMENTS CONSTITUTES OR IS INTENDED TO CONSTITUTE A GUARANTY OF REPAYMENT OF A LIMITED PARTNER’S CAPITAL CONTRIBUTION OR AN AGREEMENT TO REDEEM OR REPURCHASE A LIMITED PARTNER’S INTEREST OR ANY RIGHT OF A LIMITED PARTNER IMPLIED BY SUCH INTEREST. Purpose The purpose of the Partnership is (a) to assist no more than 104 alien entrepreneurs to make qualifying “at risk” investments in a commercial enterprise that is intended to also meet the requirements of the EB-5 Visa Program; (b) to assist independent legal counsel acting for EB-5 Investors with the filing of each of the EB-5 Investors' required petitions under the EB-5 Visa Program with USCIS; and (c) to enter into the lending arrangements for undertaking the Project. Term The term of the Partnership is 20 years after the date that the last limited partner is accepted into the Partnership, unless sooner terminated in accordance with the Partnership Agreement. See “Dissolution” below. Partnership Interests The general partner is obligated to contribute to the capital of the Partnership $10.00 and such other additional capital contributions in accordance with the Partnership Agreement. Each limited partner is obligated to contribute to the capital of the Partnership the amount of $500,000 in cash. In addition, each limited partner shall pay an administrative fee of $50,000 to the general partner. In the event the general partner receives official notice of denial of a limited partner’s I-526 Petition, other than based on the fraud or material misrepresentation of the investor, the Partnership shall return such limited partner’s capital contribution within 90 days of written request by the limited partner and the interest of such limited partner shall automatically be terminated upon such repayment; provided that the general partner receives such notice within 30 days following such denial. No limited partner is required to make any additional contributions of capital beyond the amount of his or her $500,000 capital commitment. General Partner The general partner shall conduct and direct the business of the Partnership. The general partner’s authority to take certain actions without the consent of specified thresholds of the limited partners is limited by the provisions of the Partnership Agreement. The general partner may, in the name and on behalf of the Partnership, enter into related party transactions or other agreements with third parties for the performance of services for and on behalf of the Partnership and the limited partners and obligate the Partnership to pay or reimburse the payment of compensation and fees for and on account of any such services; provided, however, that such compensation and fees are fair and reasonable as to the Partnership at the time the same are authorized. The general partner may be terminated by a supermajority in interest of the limited partners subject to their appointment of a new general partner that is an affiliate of the removed general partner (except that in the event the general partner is terminated as a result of certain types of misconduct by the general partner, the new general partner need not be an affiliate of the removed general partner).

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Limited Partners The limited partners shall participate in the management of the business of the Partnership (a) by making suggestions or recommendations to the general partner on issues of policy important to the Partnership, and (b) by exercising voting rights in accordance with the Partnership Agreement. The prior affirmative consent of a supermajority-in-interest is required for specified actions set forth in the Partnership Agreement. No limited partner shall have the power or authority to bind the Partnership or to sign any agreement or document in the name of the Partnership. To the fullest extent allowed by law, each limited partner will be protected and immune from personal liability for any and all debts, obligations and liabilities of the Partnership or chargeable to the Partnership, and for the acts of any other partner, employee or agent of the Partnership. Each limited partner that is an alien entrepreneur acknowledges and agrees (i) that, notwithstanding any provision of the private placement memorandum, the subscription agreement or the Partnership Agreement to the contrary, the responsibility for the preparation, content and filing of each of the I-526 Petition and the I-829 Petition, and any other governmental forms required under or pursuant to an alien entrepreneur’s participation in the EB-5 Visa Program, remains solely with such alien entrepreneur; (ii) to file his/her I-526 Petition within 90 days after becoming a limited partner and, in addition, to file all other applications and petitions respecting his/her lawful permanent resident status within the United States within a reasonable time of becoming eligible to do so; (iii) that it may be beneficial to file his/her I-829 Petitions as soon as he/she is entitled to do so in the event that fewer than all of the jobs projected to be created by the Project are actually created, recognizing that such jobs will be allocated with preference first to those alien entrepreneur whose I-829 Petitions are approved, and then to those alien entrepreneur who have obtained lawful permanent admission to the United States. Allocations A capital account shall be established and maintained on the Partnership’s books for and in the name of each partner. Each capital account shall reflect the dollar amounts of the respective partners’ (i) capital contributions, (ii) allocable share of profits and losses realized in each fiscal year from the conduct of business and other transactions and activities of the Partnership, and (iii) distributions made to them. Capital accounts shall also be adjusted if and when required by tax regulatory requirements. Profits and losses for each fiscal year shall be allocated among the partners in the following manner: (a) 0.01% to the general partner; and (b) 99.99% to the limited partners, to be allocated and distributed among the limited partners as reasonably determined by the general partner after taking into account the date on which (1) each limited partner made his or her investment, and (2) the Partnership used such investment to advance loans to the Project, and once such determination by the general partner is made, then among the limited partners who are similarly situated with respect to the above criteria in proportion to their respective capital contributions invested in such loans. Losses incurred in any fiscal year shall not be allocated to the capital account of any limited partner to the extent that the allocation would cause such limited partner to have an (or to cause an increase in such limited partner’s) adjusted capital account deficit at the end of such fiscal year. Losses that cannot be allocated to a limited partner on account of this limitation shall be allocated to the capital account of the general partner. Profits realized in any fiscal year after allocation of such excess losses to the general partner’s capital account shall first be allocated to offset the cumulative balance of excess losses in the general partner’s capital account. Distributions Except as otherwise provided in connection with a dissolution below, distributions shall be made by the general partner only from available cash as follows: (a) tax distributions may be made in order to defray the federal income tax liabilities arising from the partners’ interests; (b) no distributions shall be made to any partner in an amount that would give rise to, or increase, a negative balance in such partner's capital account; and (c) subject to the remaining provisions below, distributions by the Partnership shall be made

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among the partners in the following order or priority: (i) first, among the partners in proportion to their Undistributed Income until the Undistributed Income of each partner is zero, (ii) second, to each partner in proportion to its Unreturned Capital Contributions, and (iii) thereafter, to each partner in proportion to such partner’s Adjusted Capital Account balance. For purposes hereof, “Undistributed Income” shall mean, with respect to a partner, the aggregate profits allocated to such partner, less the aggregate losses allocated to such partner, less any previous distributions to such partner under clause (c)(i) above; “Unreturned Capital Contributions” shall mean, with respect to a partner, the partner’s aggregate capital contributions, less any previous distributions to such partner under clause (c)(ii) above; and “Adjusted Capital Account” shall mean, with respect to a partner, such partner’s capital account, (A) increased by any amounts which such partner is obligated to restore pursuant to any provision of the Partnership Agreement or is treated as being obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), and (B) decreased by the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6) (the foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and is to be interpreted consistently therewith). Indemnification To the fullest extent allowed by VRULPA or otherwise by law, the Partnership shall indemnify the general partner, and each of its managers, managing members and members, and their respective officers, employees and agents (in its capacity as such), and hold each of them harmless against and from (i) any and all costs, expenses and fees reasonably paid or incurred in the defense of any claims, demands and causes of action threatened, asserted or filed against the general partner, and/or any of its managers, managing members and members, and their respective officers, employees and agents, and related to the affairs of the Partnership and/or the conduct of its business, (ii) amounts reasonably paid in settlement of any such claims, demands and causes of action, and (iii) liabilities and damages incurred as a result thereof. The right to indemnification shall not apply where it is proven by clear and convincing evidence that the general partner has engaged in (i) any willful violation of law that has or may have a material adverse effect upon the Partnership; or (ii) acts or omissions constituting fraud, deceit, defalcation, embezzlement, misappropriation or the like in connection with the business, assets and properties, accounts, reports or other affairs of the Partnership (“unprotected conduct”). Exculpation from Liability Neither the general partner, nor any of its managers, managing members and members, and their respective officers, employees and agents, shall be liable to the Partnership or any limited partner for any errors of judgment or for any other actions taken or omissions made, except only if it is determined pursuant to a final non-appealable judgment of a court of the United States that such person has engaged in unprotected conduct. Withdrawals A limited partner may withdraw from the Partnership upon the occurrence of either of the following events: (i) such limited partner provides written notice to the general partner (with such supporting documentation as the general partner may reasonably request) to the effect that such limited partner’s I526 Petition has been denied by the USCIS for reasons other than fraud committed by or the material misrepresentation of such limited partner; provided, however, that this clause (i) shall be applicable only if the general partner actually receives such notice not later than 30 days following such denial; or (ii) such limited partner provides written notice to the general partner (with such supporting documentation as the general partner may reasonably request) within 30 days following the fulfillment of all of the following: (1) the regional center pilot program, created in support of the EB-5 Visa Program as described in the private placement memorandum (the “pilot program”) lapsed after the filing of his or her I-526 Petition but prior to its adjudication of such application; and (2) the pilot program was not reauthorized,

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or replaced by another program providing substantially the same immigration status benefits as the pilot program, within 12 months of such lapse (and such reauthorization or replacement is not then-pending); and (3) such I-526 Petition (or, if applicable, the alternative petition) has not been adjudicated. In either of the events described in (i) and (ii) above, within 90 days of the general partner’s receipt of such notice (and such supporting documentation), the general partner shall cause the Partnership to return to such limited partner, in full satisfaction of its rights and interests in, to and under its interest, the balance (but not less than zero) of its capital account, whereupon such limited partner shall, automatically and without more, be deemed to have dissociated from the Partnership. Except as provided above, a limited partner may withdraw from the Partnership only in the sole and absolute discretion of the general partner. Without limiting the general partner’s discretion, as a condition to authorizing such withdrawal, a limited partner is required to (i) accept in full satisfaction of its rights and interests in, to and under its interest 90% of the lesser of (x) the balance (but not less than zero) of its capital account, or (y) its capital contribution, (ii) deliver to the Partnership an acknowledgement that the subject withdrawal may disqualify such limited partner for eligibility under the EB-5 Visa Program and a release of the general partner and the Partnership from any direct or consequential damages and all other consequences therefrom, and (iii) deliver to the Partnership and the general partner such other agreements as the general partner may require. Additional Limited Partners The limited partners acknowledge that any withdrawal may necessitate the replacement of the capital that was or is to be paid to the withdrawing alien entrepreneur. The general partner may, at any time and from time to time (i) create such additional classes of partnership interests having such relative rights, powers and duties as such general partner may establish, including rights, powers and duties equal or junior to existing partnership interests; and (ii) whether or not in connection with clause (i) above, designate one or more persons for admission as a limited partner and, in connection therewith, determine the amount and the time or times at which shall be made, such person’s capital contribution, the partnership interests to which such person shall be entitled, and all other terms and conditions of such person’s admission as a limited partner. Transferability of Interests The Partnership will not recognize a transfer of a Unit unless the limited partner has submitted to the Partnership and the general partner, in a form acceptable to the general partner, an acknowledgement that the transfer may disqualify such limited partner for eligibility under the EB-Visa Program and a release of the Partnership and the general partner from all damages therefrom. The general partner may prohibit any transfer if, in the opinion of counsel for the Partnership, such transfer will violate, or cause the original issuance of the interests to be in violation of, the securities laws, rules or regulations of the United States, any state thereof or any other jurisdiction, or if such transfer would jeopardize the ability of any other limited partner to qualify under the EB-5 Visa Program to become a lawful permanent resident of the United States. The general partner may suspend all transfers for a period of up to 12 months whenever the general partner reasonably determines, or is advised by counsel, that in light of previous transfers, any subsequent transfer may reasonably be expected to result in a termination of the Partnership under applicable tax laws. Any person who has acquired a Unit shall be admitted as a limited partner, and thereby succeed to the related ancillary legal interest, only with the approval of the general partner in its sole and absolute discretion, upon its execution and delivery of an instrument, in such form as the general partner may require, whereby such person will become bound by the Partnership Agreement, and if such person or the

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subject limited partners pay for all expenses incurred by the Partnership in connection with such person's becoming a limited partner. Dissolution The Partnership shall dissolve upon the earliest of the following: (i) the expiration of the term of the Partnership; (ii) the full repayment of the loans extended by the Partnership to West Lake LLC and Carinthia Ski Lodge LLC as described in the private placement memorandum, and all other loans made by the Partnership in furtherance of the Projects described therein; (iii) the written consent of the general partner and a supermajority-in-interest of the limited partners; (iv) the written consent of all limited partners; (v) an “event of withdrawal of the general partner” within the meaning of Section 3432 of the VRULPA, unless there is at least one general partner then remaining in office or within 90 days after such event, a supermajority-in-interest appointed a replacement general partner and determined to continue the business of the Partnership, and the replacement general partner has become legally bound by the Partnership Agreement; (vi) the sale of all or substantially all of the assets of the Partnership; (vii) the entry of a final judgment, order or decree of a court with competent jurisdiction adjudicating the Partnership to be bankrupt, and the expiration of the period, if any, allowed by applicable law in which to appeal therefrom; or (viii) as provided in VRUPLA. Allocations and Distributions upon Winding Up Prior to any distribution upon dissolution, the general partner shall adjust each partner’s capital account to reflect the manner in which the unrealized income, gain, loss and deduction inherent in the Partnership’s property (that has not been reflected in the partners’ capital accounts previously) would be allocated among the partners if there were a taxable disposition of such property for the fair market value of such property on the date of distribution. Distribution of the Partnership assets upon dissolution shall be made in accordance with the net credit balances in the partners’ respective capital accounts after taking into account all capital account adjustments for the Partnership taxable year. If the general partner has a deficit balance in its capital account following the distribution of Partnership assets upon dissolution, as determined after taking into account all capital account adjustments, the general partner shall be required to restore the amount of such deficit to the Partnership as soon as practicable. Parallel Fund Carinthia Group 1, L.P. will be exempt from registration under Section 3(c)(1) of the Investment Company Act of 1940. A separate parallel fund, Carinthia Group 2, L.P., is being established which will rely upon another exemption; it will have an identical investment program, the same general partner and substantially identical Limited Partnership Agreement with that of Carinthia Group 1, L.P. Without altering the economic rights and obligations of the partners, the general partner, in its reasonable discretion, may at any time cause a limited partner to exchange its interest in Carinthia Group 1, L.P. for an economically equivalent interest in the parallel fund, Carinthia Group 2, L.P.

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PLAN OF DISTRIBUTION All Units are offered by the Partnership on a “best efforts” non-minimum basis. There is no assurance that all or any of the desired capital will be raised through the offering. The offering has no minimum amount and the Partnership will utilize proceeds as they are received. The general partner reserves the right to waive the payment of a portion of the administrative fee by any EB-5 Investor, in which case the subscription price to any such EB-5 Investor will be less than the subscription price paid by EB-5 Investors that pays the full administrative fee. EXIT STRATEGIES The general partner expects each Developer will consider a number of options to repay the loan to the Partnership upon maturity. Such options include but are not limited to: (1) a strategic refinancing of the facility; (2) reserving funds from operations; (3) the proceeds of a loan from Mount Snow or Peak Resorts; and (4) the purchase of the Developer’s assets by Mount Snow or Peak Resorts or another of its affiliates. The general partner expects that the period from commencement of the offering until the date on which the I-829 petitions of all investors have been adjudicated, with any and all appeals having been decided, could be up to at least six years. At that time, subject to repayment of the loans by the Developers, the general partner in its sole discretion will determine to provide liquidity to the limited partners by redeeming their interest in the Partnership or otherwise liquidating the Partnership in accordance with the provisions of the Partnership Agreement. Notwithstanding the foregoing, no interests of EB-5 investors will be repurchased or otherwise acquired by the Partnership unless such repurchase or other acquisition complies with the requirements of the EB-5 Visa Program. In addition, no assurance can be made, and by signing the Partnership Agreement, each limited partner is deemed to acknowledge and agree that there is no promise or guaranty that his or her interest will be redeemed. TRANSFERABILITY OF UNITS The Units being offered hereby have not been registered under the Securities Act or the securities laws of any jurisdiction, including any foreign jurisdictions, and are being offered in reliance upon Regulation D and Regulation S, promulgated under the Securities Act. The right of subscribers to sell, transfer, pledge or otherwise dispose of the Units will be limited by the Securities Act and state securities laws. Such Units may be sold only pursuant to an effective registration statement under the Securities Act or an exemption from such registration. The Partnership has no plans to conduct any such registration and is under no obligation to do so.

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Section 2 The Business Plan

Section 2 - Business Plan | Carinthia Group.

CONTENTS EB-5 PROGRAM ................................................................................................................................................................. 1  CARINTHIA GROUP – FORWARD LOOKING STATEMENTS ........................................................................................ 2  CARINTHIA GROUP EXECUTIVE SUMMARY .................................................................................................................. 4  THE PARTNERSHIP AND ITS BUSINESS ........................................................................................................................ 4  THE STATE OF VERMONT– A USCIS DESIGNATED REGIONAL CENTER ............................................................... 6  PROJECT INVESTMENT SUMMARY ........................................................................................................................... 8  JOB CREATION ............................................................................................................................................................... 9  ALLOCATION OF JOBS CREATED .............................................................................................................................. 10  VERMONT METROPOLITAN STATISTICAL AREA................................................................................................... 11  BUSINESS AND DEVELOPMENT SUMMARY ............................................................................................................... 14  MOUNT SNOW LTD. ...................................................................................................................................................... 14  PEAK RESORTS, INC.................................................................................................................................................... 14  DEVELOPER AND CONSTRUCTION ........................................................................................................................... 14  MOUNT SNOW BASE AREA DEVELOPMENT............................................................................................................. 15  MOUNTAIN MASTER PLAN .......................................................................................................................................... 15  DEVELOPMENT PERMITS – ACT 250 ......................................................................................................................... 15  DEVELOPMENT PHASES ............................................................................................................................................. 16  MOUNT SNOW SKI RESORT MASTER PLAN ............................................................................................................. 17  SUMMARY OF JOB CREATING PROJECTS .................................................................................................................. 18  WEST LAKE PROJECT ................................................................................................................................................. 18  WEST LAKE PROJECT SITE MAP................................................................................................................................ 20  WEST LAKE PROJECT CONCEPT IMAGES................................................................................................................ 21  CARINTHIA SKI LODGE PROJECT .............................................................................................................................. 23  CARINTHIA SKI LODGE LOCATION AND CONCEPT IMAGES .................................................................................. 24  THE FINANCIAL TRANSACTION .................................................................................................................................... 26  CAPITAL INVESTMENT AND PROJECTED FINANCIAL STATEMENT ...................................................................... 26  CAPITAL INVESTMENT INTO THE COMMERCIAL ENTERPRISE ............................................................................. 26  INVESTMENT TERMS AND CONDITIONS ................................................................................................................... 30  LOAN STRUCTURE ....................................................................................................................................................... 31  EXIT STRATEGY ........................................................................................................................................................... 33  NO GUARANTEES OR REDEMPTION RIGHTS .......................................................................................................... 34  PROJECTED STATEMENT OF PARTNERSHIP INCOME ........................................................................................... 35  STRUCTURE OF BUSINESS OPERATIONS: CARINTHIA GROUP 1 AND 2, L.P. ....................................................... 36  JOB CREATION CALCULATION ..................................................................................................................................... 37  IMPLAN SOFTWARE MODEL ....................................................................................................................................... 37  SUMMARY OF JOB IMPACTS FOR CARINTHIA GROUP 1 AND 2 PROJECT .......................................................... 39  USE OF PARTNERSHIP FUNDS...................................................................................................................................... 42  WEST LAKE PROJECT - LOANED FUNDS: $30,000,000 .............................................................................................. 42 

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Section 2 - Business Plan | Carinthia Group. PURPOSE AND NEED FOR THE PROJECT ................................................................................................................ 42  PROJECT COMPONENTS ............................................................................................................................................ 43  PERMITTING STATUS .................................................................................................................................................. 47  SOURCE AND APPLICATION OF FUNDS ................................................................................................................... 47  PROCEEDS OF LOAN FROM CARINTHIA GROUP 1 AND 2, L.P. ............................................................................. 48  PROJECTED DIRECT COST SUMMARY ..................................................................................................................... 49  WEST LAKE PROJECTED DEVELOPMENT SCHEDULE ........................................................................................... 50  PROJECTED INCOME STATEMENT: WEST LAKE WATER PROJECT, LLC ........................................................... 51  BASIS OF REVENUES; SNOWMAKING WATER USAGE ANALYSIS AND ASSUMPTIONS .................................... 53  WEST LAKE PROJECTED ENERGY CONSUMPTION ................................................................................................ 54  CARINTHIA SKI LODGE PROJECT - LOANED FUNDS: $22,000,000 .......................................................................... 55  PURPOSE AND NEED FOR THE PROJECT ................................................................................................................ 55  NEED FOR NEW SEATING - RESTAURANT SEAT ANALYSIS .................................................................................. 56  CARINTHIA SKI LODGE (BUILDING B) PROJECT MAP ............................................................................................. 57  CARINTHIA SKI LODGE BUILDING SUMMARY .......................................................................................................... 57  PERMITTING STATUS .................................................................................................................................................. 61  SOURCE AND APPLICATION OF FUNDS ................................................................................................................... 61  PROCEEDS OF LOAN FROM CARINTHIA GROUP 1 AND 2, L.P. ............................................................................. 62  PROJECTED DIRECT COST SUMMARY ..................................................................................................................... 63  PROJECTED INCOME STATEMENT: CARINTHIA SKI LODGE, LLC ........................................................................ 64  PROJECTED INCOME STATEMENT SCHEDULE A – ASSUMPTIONS AND BASIS OF DATA ................................ 65  MOUNT SNOW .................................................................................................................................................................. 66  LOCATION...................................................................................................................................................................... 66  HISTORY ........................................................................................................................................................................ 66  MARKET REVIEW .......................................................................................................................................................... 68  MARKETING STRATEGIES........................................................................................................................................... 69  COMPETITION ............................................................................................................................................................... 70  REVENUE....................................................................................................................................................................... 70  RESORT OPERATIONS REVENUE .............................................................................................................................. 70  SEASONALITY ............................................................................................................................................................... 71  MOUNT SNOW RESORT MANAGEMENT TEAM ........................................................................................................ 72  PEAK RESORTS MANAGEMENT TEAM ...................................................................................................................... 72  THE SKI INDUSTRY.......................................................................................................................................................... 73  PEAK RESORTS ............................................................................................................................................................... 76  PEAK RESORTS INC. AND ITS SUBSIDIARY MOUNT SNOW ................................................................................... 76  BUSINESS AND FINANCIAL OVERVIEW ..................................................................................................................... 76  AUDITED ACCOUNTS ................................................................................................................................................... 77  OPERATIONAL GOALS AND STRATEGY.................................................................................................................... 77  MANAGEMENT TEAM ................................................................................................................................................... 77 

APPENDIX MASTER PLAN FINDINGS OF FACT U.S. FOREST SERVICE MASTER PLAN ACCEPTANCE LETTER U.S. FOREST SERVICE NOTICE OF DECISION FOR WEST LAKE

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Section 2 - Business Plan | Carinthia Group.

EB-5 PROGRAM

THE PROJECT DESCRIBED IN THIS BUSINESS PLAN HAS BEEN STRUCTURED TO HELP FOREIGN NATIONALS MEET THE REQUIREMENTS OF THE IMMIGRANT INVESTOR PROGRAM CREATED PURSUANT TO SECTION 203(B)(5) OF THE IMMIGRATION AND NATIONALITY ACT (“INA”) AND ADMINISTERED BY THE UNITED STATES CITIZENSHIP AND IMMIGRATION SERVICES (“USCIS”). THE IMMIGRANT INVESTOR PROGRAM ALLOCATES 10,000 IMMIGRANT VISAS PER YEAR TO QUALIFIED INDIVIDUALS SEEKING LAWFUL PERMANENT RESIDENT STATUS ON THE BASIS OF THEIR INVESTMENT IN A COMMERCIAL ENTERPRISE. IN THIS BUSINESS PLAN WE REFER TO THIS PROGRAM AS THE “EB-5 VISA PROGRAM” AND TO SUCH QUALIFIED INDIVIDUALS AS “ALIEN ENTREPRENEURS” OR “EB-5 INVESTORS”.

Note: Unless otherwise stated, the photographs included in this business plan are images of similar facilities and items of equipment located at other ski resorts and are presented for illustrative purposes only. They are not actual representations of the facilities and equipment that have been or will be constructed or purchased with the proceeds of the offering.

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CARINTHIA GROUP – FORWARD LOOKING STATEMENTS IMPORTANT NOTICE THIS PARTNERSHIP BUSINESS PLAN WHICH FORMS A PART OF THE PRIVATE PLACEMENT MEMORANDUM CONTAINS “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE FEDERAL SECURITIES LAWS. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACTS INCLUDED IN THIS BUSINESS PLAN, INCLUDING STATEMENTS RELATING TO ASSUMPTIONS, FUTURE FINANCIAL POSITION, ECONOMIC PERFORMANCE, RESULTS OF OPERATIONS, BUSINESS STRATEGY, BUDGETS, PROJECTED COSTS, PLANS AND OBJECTIVES OF THE GENERAL PARTNER FOR THE BUSINESS OPERATIONS, ARE FORWARD-LOOKING STATEMENTS. THE FORWARD-LOOKING STATEMENTS MAY ADDRESS, AMONG OTHER THINGS, THE SNOWMAKING WATER USAGE, SKI LODGE AND ANCILLARY PROJECTS DEVELOPMENT AND STRATEGY, PROJECTED CONSTRUCTION TIMES, EXPANSION STRATEGY, DEVELOPMENT OF SERVICES, USE OF PROCEEDS, PROJECTED REVENUE AND CAPITAL EXPENDITURES, OPERATING COSTS, LIQUIDITY, JOB CREATION, ECONOMIC MODELING, DEVELOPMENT OF ADDITIONAL REVENUE SOURCES, DEVELOPMENT AND MAINTENANCE OF PROFITABLE MARKETING AND MANAGEMENT AND MAINTENANCE ALLIANCES, ABILITY TO FURTHER DEVELOP ''RESORT'' IDENTIFICATION AND ITS EXPANSION, AND THE GENERAL PARTNER’S STATEMENTS OF EXPERIENCE AND EXPECTATIONS. IT IS TO BE NOTED THAT FORWARD-LOOKING STATEMENTS GENERALLY CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, SUCH AS “MAY,” “WILL,” “EXPECT,” “INTEND,” “ESTIMATE,” “ANTICIPATE,” “BELIEVE,” “CONTINUE” OR SIMILAR TERMINOLOGY, ALTHOUGH NOT ALL FORWARD-LOOKING STATEMENTS CONTAIN THESE WORDS.THESE FORWARD-LOOKING STATEMENTS ARE NOT HISTORICAL FACTS, AND ARE BASED ON CURRENT EXPECTATIONS, ESTIMATES AND PROJECTIONS ABOUT THE INDUSTRY AND THIS PROJECT, MANAGEMENT’S BELIEFS AND CERTAIN ASSUMPTIONS MADE BY MANAGEMENT, MANY OF WHICH, BY THEIR NATURE, ARE INHERENTLY UNCERTAIN AND BEYOND ITS CONTROL. ACCORDINGLY, YOU ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT. ALTHOUGH THE GENERAL PARTNER BELIEVES THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE AS OF THE DATE MADE, NO ASSURANCE CAN BE MADE NOR IS ANY ASSURANCE GIVEN IN ANY FORM IMPLIED OR OTHERWISE THAT THE FORWARD LOOKING STATEMENTS WILL PROVE ACCURATE. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM OUR EXPECTATIONS INCLUDE (AMONG OTHERS THE FACTORS DESCRIBED IN THE SECTION ENTITLED “RISK FACTORS” IN SECTION 1 OF THE PRIVATE PLACEMENT MEMORANDUM):   

PERMITTING AND REGULATORY DELAYS; BUILD COSTS AND CONTRACTOR PERFORMANCE; WEATHER;

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         

SEASONALITY; COMPETITION WITH OTHER LEISURE ACTIVITIES AND SKI AREAS; ENVIRONMENTAL LAWS AND REGULATIONS; DEPENDENCE ON KEY PERSONNEL; FUNDS FOR CAPITAL EXPENDITURES; THE EFFECT OF DECLINING REVENUES ON MARGINS; THE DEVELOPMENT OF MOUNT SNOW SKI AREA; RELIANCE ON INFORMATION TECHNOLOGY; THE ECONOMY OF THE STATE OF VERMONT AND THE REST OF THE UNITED STATES; AND NATURAL DISASTERS.

NEITHER THE GENERAL PARTNER NOR THE PARTNERSHIP HAS ANY OBLIGATION UNLESS OTHERWISE REQUIRED BY LAW TO REVISE OR UPDATE ANY FORWARD LOOKING STATEMENT FOR ANY REASON PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER ALL THESE RISKS, IN ADDITION TO OTHER INFORMATION CONTAINED AND RISK FACTORS DETAILED WITHIN THE PRIVATE PLACEMENT MEMORANDUM BEFORE DECIDING WHETHER TO INVEST IN THE PARTNERSHIP.

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CARINTHIA GROUP EXECUTIVE SUMMARY THE PARTNERSHIP AND ITS BUSINESS Carinthia Group 1, L.P. is a Vermont limited partnership (the “Partnership”) with its principal place of business in West Dover, Vermont, at the location of Mount Snow Resort (the “Resort”, “Mount Snow” or “Mount Snow Resort”) owned by Mount Snow Ltd. (the “Resort Owner”). Carinthia Group 2, L.P. is a parallel partnership formed to comply with the Investment Company Act of 1940. The general partner may, in its reasonable discretion, cause a limited partner to exchange its interests in Carinthia Group 1, L.P. for an economically equivalent interest in Carinthia Group 2, L.P. Hereinafter the two partnerships are referred to as the “Partnership,” and references to Carinthia Group 1, L.P. throughout this business plan and our offering memorandum are inclusive of Carinthia Group 2, L.P. Both partnerships are new commercial enterprises that will serve as co-lenders in our overall business plan and transaction. The total anticipated investment is $52,000,000 from up to 104 alien entrepreneurs through the EB-5 Visa Program, although the offering is not limited only to EB-5 investors. The proceeds of the offering will be used to advance loans to two entities controlled by Mount Snow Ltd. – West Lake Water Project, LLC and Carinthia Ski Lodge LLC - who will undertake the job creating activities described herein. The following summary of principal objectives and activities including financial data and supporting schedules is included in the Private Placement Memorandum for the benefit of potential alien entrepreneurs under the EB-5 Visa Program and should be read in its entirety. Important Notice: See “Risk Factors” set forth in Section 1 of this Private Placement Memorandum. The alien entrepreneur or "petitioner" is contemplating making an investment that has a minimum capital contribution of $500,000 in the “Partnership.” Upon subscription to and being accepted as a limited partner the petitioner will submit his I-526 Immigrant Petition by Alien Entrepreneur to the United States Department of Justice, Immigration and Naturalization Service (“USCIS”). Each petition submitted must be adjudicated on its own merits. The limited partner's relationship to the Partnership and his or her rights and obligations as a limited partner are governed by the Limited Partnership Agreement included as an exhibit under Section 3 in the private placement memorandum. 4

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Carinthia Group 1, L.P. was formed as a Vermont limited partnership in October 2012 to serve as the "capital investment vehicle" which will loan development funds to West Lake Water Project, LLC and Carinthia Ski Lodge, LLC, both of which are “job creating" commercial business projects for purposes of the EB-5 Visa Program. In this business plan we refer to the loan of the development funds and the activities conducted by West Lake Water Project, LLC and Carinthia Ski Lodge, LLC as the “Carinthia Group 1 and 2 Project.” Carinthia Group 2, L.P., has an identical structure and purpose. West Lake Water Project, LLC and Carinthia Ski Lodge, LLC were formed in October 2012. The West Lake Water Project, LLC job creating project is a proposed 120-million gallon water storage reservoir with associated piping and pumping equipment, snowmaking facilities, trail upgrades and expansion, and new ski lift, all located on land owned by Mount Snow, Ltd. (the “West Lake Project”). The Carinthia Ski Lodge, LLC job creating project is a proposed approximately 36,000 square-foot full-service skier services lodge to be built at the Carinthia Base Area of Mount Snow Ski Resort on land owned by Mount Snow, Ltd. (the “Carinthia Ski Lodge Project” and, collectively with the West Lake Project, the “Carinthia Group 1 and 2 Project”). The components of the job creating projects are situated in the towns of Wilmington and West Dover, Windham County, Vermont, are located within the State of Vermont Regional Center and have been designed to meet the qualifications of USCIS to be financed under the EB-5 Visa Program. The entire State of Vermont is a Regional Center. An investor in an enterprise, such as this Project, established in Vermont, being located in a rural area (not within the boundaries of a Metropolitan Statistical Area) and designated as a targeted employment area ("TEA") is permitted to demonstrate that some, possibly all of the employment positions created on account of the investment in the enterprise will be indirect employment positions, i.e., not on the payroll of the enterprise. The petitioner, by investing in Carinthia Group 1 or 2, L.P., which will in turn loan development funds to West Lake Water Project, LLC and Carinthia Ski Lodge, LLC respectively, will help promote economic growth, improve regional productivity and create jobs. The combined West Lake and Carinthia Ski Lodge Projects are expected to create greater than 1,040 full-time employment positions and overall, have a significant economic impact on the local economy within the State of Vermont Regional Center and reach into the northeastern US and the rest of the United States. The anticipated overall expenditure of the Carinthia Group 1 and 2 Project is $66,000,000, of which $52,000,000 will be funded with the proceeds from this offering and will be supplemented with the additional contribution in cash, land or value of $14,000,000 ($14 million) provided by the Resort Owner as summarized hereunder. 5

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The proposed source of funds is described below: Carinthia Group 1 and 2, L.P. Proceeds $52,000,000 79% Resort Owner Contributions $14,000,000 21% Total $66,000,000 100% Mount Snow, Ltd., directly or through one or more affiliated entities, will have an ownership interest in the job creating projects by virtue of its ownership of West Lake Water Project, LLC and Carinthia Ski Lodge, LLC. To the extent that the offering is not fully subscribed and less than $52,000,000 is raised, the Partnership will allocate up to the first $30,000,000 of subscriptions received and accepted to West Lake Water Project, LLC for the development of the West Lake Project. The West Lake Project will be developed in three tranches consisting of $10,000,000 (tranche one), $12,500,000 (tranche two) and $7,500,000 (tranche three). To the extent that the general partner accepts subscriptions for any tranche and the proceeds of such subscriptions do not equal the amount for such tranche set forth above, Mount Snow Ltd. will make alternative arrangements to finance the balance of the tranche. If and when subscriptions received exceed $30,000,000, the next $22,000,000 will be allocated to Carinthia Ski Lodge, LLC for the development of the Carinthia Ski Lodge. West Lake Water Project, LLC and Carinthia Ski Lodge, LLC will enter into a commercial lease agreement with Mount Snow Ltd. for the lease of the land on which the West Lake Project and the Carinthia Ski Lodge Project will be constructed. The term of each lease is 50 years. Mount Snow Ltd. will also enter into a water supply agreement with West Lake Water Project, LLC. See Section 5, Exhibits. The alien entrepreneurs as limited partners will collectively own 99.99% of the Partnership, whereas, the general partner will own an interest of .01%. The general partner has delegated certain of the management duties to an experienced team of professional managers and consultants. Mount Snow Ltd. is the sole member of the general partner.

THE STATE OF VERMONT– A USCIS DESIGNATED REGIONAL CENTER The U.S. Congress created a pilot program, now rescheduled to sunset on September 30, 2015, that provides for the authorization of regional centers by USCIS. Enterprises located within and affiliated with a regional center are not required to employ ten (10) 6

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workers for each investment that qualifies under the EB-5 Visa Program. It suffices if the investor demonstrates that at least ten (10) qualifying employment positions will be created directly or indirectly on account of the investment. In June 1997, the State of Vermont, Agency of Commerce and Community Development (VACCD), was granted a designation as an approved regional center under this pilot program. An investment in a new commercial enterprise situated within and affiliated with the regional center, the state of Vermont, that fosters economic expansion through increased exports, greater regional productivity, employment creation or additional domestic capital investment, qualifies for the broader view of employment creation. Mount Snow, with land parcels located in West Dover and Wilmington, Vermont is located within the VACCD Regional Center, and the project described in this business plan has been structured so that foreign investors may meet the requirements of the EB-5 Visa Program and become eligible for admission to the United States of America as lawful permanent residents with the investor’s qualifying family members. The designation of the VACCD Regional Center was reaffirmed via a written request dated August 17, 2009 whereby VACCD Regional Center sought to amend its initial regional center designation, to expand the types of approved economic activities and industrial clusters as follows: 1. To add manufacturing, professional services, education, information and lending institutions to their current list of approved industries. 2. To add the economic activities of design, development and production of new products; expansion or renovation of existing facilities; establishing and expanding post-secondary schools including building, development and operation of the schools; design, development & publishing of software, books and other information publishing activities. 3. To provide direct equity investments in or to the industry clusters and/or to provide indirect investments to the industries through investment in an enterprise which in turn will lend the funds for specific industry related project(s). USCIS granted such request as follows: “Based on its review and analysis of the request to amend the previous VACCD regional center designation and prior amended proposals, business plan, and supplementary evidence, USCIS amended the 7

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designation of the regional center as requested to incorporate the above changes. [referring to the expansion of “…the types of approved economic activities and industrial clusters…”, above]. In accepting the amendment, USCIS has updated its records of the regional center approval, designation, and business plan to encompass these amendments relative to the investment focus of the regional center ….” In January 2014, Carinthia Group 1, L.P. executed a Memorandum of Understanding with VACCD, authorizing the project described in this business plan as a qualifying investment in a new commercial enterprise being situated within the Vermont EB-5 Regional Center. See Section 5, Exhibits. PROJECT INVESTMENT SUMMARY The Carinthia Group 1 and 2 Project is the first in a series of development projects in the Mount Snow Master Plan, approved by the State of Vermont Act 250 and which is summarized elsewhere in this business plan. The Carinthia Group 1 and 2 Project will comprise the extension of two loan facilities to two new commercial enterprises, namely West Lake Water Project, LLC and Carinthia Ski Lodge, LLC, both of which are subsidiaries of Mount Snow Ltd., and will each conduct the development activities described below. Subscriptions accepted by the general partner will be applied first to the West Lake Project and, once subscriptions accepted equal $30,000,000, the next $22,000,000 in subscription proceeds will be applied to the Carinthia Ski Lodge Project. 1. West Lake Project - The partnership will establish a non-revolving line of credit

facility and loan up to $30,000,000 to West Lake Water Project, LLC to facilitate the construction of a new water storage reservoir and dam for snowmaking with capacity of up to 120 million gallons, three new pump houses and the installation of 28,500 feet of pipelines, a new ski lift and ancillary infrastructure on trails, lifts and snowmaking equipment. The line of credit will be in the minimum amount of $500,000 and a maximum principal amount of $30,000,000 (the “West Lake loan”) based upon the number of Units sold pursuant to the offering described in the private placement memorandum. The West Lake Project will be structured in three tranches as follows: Tranche One in the amount of $10,000,000 for Stage 1 Expenditures (which also includes pre-construction expenditures for professional fees, administration and permitting); Tranche Two in the amount of $12,500,000 for Stage 2 Expenditures; and Tranche Three in the amount of $7,500,000 for Stage 3 Expenditures; all as detailed on Schedule A herein on page 48. To the extent that subscriptions accepted for any Tranche do not equal the funds required for such Tranche as set forth above, Mount Snow Ltd. will make arrangements to finance the balance of the Tranche required. Mount Snow Ltd. 8

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will also make arrangements to fund interest payments on the loan pending income generating activities. In the event that funds are not raised that are sufficient to perform all tranches concurrently, the construction of the West Lake project may be revised, and the flow of funds will be adjusted accordingly. 2. Carinthia Ski Lodge Project - The partnership will establish a non-revolving line

credit facility and loan up to $22,000,000 to Carinthia Ski Lodge LLC for the construction of Carinthia Ski Lodge, a new approximately 36,000 square-foot skier services building located at the base of the Carinthia Slopes providing extensive food and beverage facilities, ski rentals, retail and convenience store, and lift ticket and ski school sales. The line of credit will be in the minimum amount of $500,000 and a maximum principal amount of $22,000,000 (the “Ski Lodge Loan”) based upon the number of units sold pursuant to the offering described in the private placement memorandum. In the event that the subscriptions accepted for the Carinthia Ski Lodge Project do not equal $22,000,000 and the maximum loan amount is not advanced, Mount Snow Ltd. will make arrangements to finance the balance required. Mount Snow Ltd. will also make arrangements to fund interest payments on the loan pending income generating activities. It is projected that the Resort Owner, will separately contribute $14 million in cash, land or other value into these projects to create and upgrade certain resort facilities, including but not limited to lifts and lift relocation, adding access roads, commercial areas build out and resort/project infrastructure and improvements, lighting, storm water management upgrades, streams and tributaries improvements. The West Lake Project and the Carinthia Ski Lodge Project will stimulate economic development and create many new permanent full-time jobs within the strategic area of the Mount Snow resort, within the State of Vermont regional center, the Northeast region of the United States and within the United States as a whole.

JOB CREATION An economic impact assessment has been conducted to determine the number of employment positions expected to be created as a result of 104 alien entrepreneurs each contributing US$500,000 to the Carinthia Group 1 and 2 Project, and the Mount Snow contributions. This analysis was conducted using IMPLAN methodology, a nationally recognized economic impact assessment program. The current analysis is focused on the project as a source of employment creation, so that it is more specific than the analysis that supported the Regional Center designation for the greater state of 9

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Vermont. This analysis demonstrates that the combined project development and business activities carried on by the limited partnership are expected to create greater than 1,040 permanent full time employment positions within the State of Vermont, VACCD regional center, the northeastern U.S. and the rest of the U.S, in excess of the employment positions required under the requirements of the EB-5 Visa Program if all Units are sold to alien entrepreneurs.

ALLOCATION OF JOBS CREATED Full-time equivalent indirect and or direct jobs created as stated in the supplied project economic analysis will be applied only to alien entrepreneurs under the EB-5 Visa Program seeking to utilize the investment for immigration purposes. The offering mandates that jobs will be allocated to investors in the order of priority for those I-829 petitions that are approved, and then to investors in the order of priority for those who have obtained lawful permanent admission to the United States (i.e. obtained a visa or adjustment of status).

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VERMONT METROPOLITAN STATISTICAL AREA Figure 1. Vermont County Map demonstrating that the Mount Snow Ski Resort is not within Vermont’s only Metropolitan Statistical Area – the Burlington/South Burlington MSA

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MOUNT SNOW RESORT – LOCATION OF CARINTHIA PROJECT

Mount Snow trail map showing the location of the proposed Carinthia development

Architect design depicting new ‘Carinthia Aki Area’ – Hotel condominiums, skier services lodge, recreation and parking area

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WEST LAKE PROJECT – RESERVOIR LOCATION Site location in Wilmington, VT of the proposed “120 million gallon West Lake Reservoir.” Map location depicts location relative to Mount Snow Ski Resort in West Dover, VT

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BUSINESS AND DEVELOPMENT SUMMARY MOUNT SNOW LTD. Established in 1954, Mount Snow Resort is one of the largest resorts in the eastern United States, with a land area of 2,451 acres, of which 894 acres are within the Green Mountain National Forest. Mount Snow ski area includes 460 acres of trails spread over four mountain areas and served by a network of 20 lifts, including the only sixpassenger covered lift in North America. Ski terrain features 80 trails, gladed tree-skiing areas, a 400-foot competition superpipe, a minipipe, 9 freestyle parks, a tubing park and several beginner areas. With 70% of the trails rated intermediate, it appeals to skiers and snowboarders from throughout the East. With its location in southern Vermont, Mount Snow is the closest major ski area to eastern metropolitan centers, just a 4-hour drive from New York City and Long Island, 3½ hours or less from the affluent Fairfield County in Connecticut (Greenwich), 2 hours from Boston and 2 hours from Hartford. It’s this close proximity to more than 30 million people, coupled with the trail system and extensive snowmaking, that make Mount Snow one of the most popular ski resorts in the region.

PEAK RESORTS, INC. Headquartered in St. Louis, Missouri, Peak Resorts Inc. is a leader and innovator in the ski industry, owning and/or operating 13 ski areas through the midwestern, northeastern and southeastern United States. Mount Snow Ltd., a wholly owned subsidiary of Peak Resorts Inc., is the largest resort in the Peak Resorts portfolio.

DEVELOPER AND CONSTRUCTION The construction of the Carinthia Group 1 and 2 Project will be supervised by Mount Snow Develop and Build, LLC, who will enter into a contract for this service with West Lake Water Project, LLC and Carinthia Ski Lodge, LLC. Mount Snow Develop and Build, LLC will receive contractor supervision payments of fifteen (15%) of the build cost for each project. The main contractor for Carinthia Ski Lodge is DEW Construction, a company based in Williston Vermont and familiar with hotel and related building facilities in Vermont ski resorts. The main contractor for the West Lake Project is GW Tatro

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Construction, a company based in Jeffersonville Vermont and familiar with heavy civil construction related to ski areas and snowmaking systems.

MOUNT SNOW BASE AREA DEVELOPMENT The purpose of the Mount Snow Master Plan (MSMP) is two-fold. First, the plan addresses requests by the State Commission for a master plan of development. The master plan encompasses all of Mount Snow’s land holdings. This allows the Commission and the community to assess and understand the impacts of the proposed development in its entirety. This is completely different from the past, where projects were approved one by one. The plan also addresses existing environmental issues, identifying the methods to be employed for their remediation.

MOUNTAIN MASTER PLAN Because Mount Snow is located partially on U.S. Forest Service lands and operates under a Special Use Permit (SUP) from the United States Forest Service (USFS, see Appendix), a mountain master plan is required by the USFS. A mountain master plan was accepted by the USFS in January 2007 (see Appendix). An update to the plan was submitted in April of 2010 and accepted in May 2010. The mountain master plan presented in this application is taken from the Forest Service plans. Currently Mount Snow has an need for more snowmaking coverage, water for snowmaking, lift capacity, skier service buildings and beginner terrain. The mountain master plan addresses these deficiencies.

DEVELOPMENT PERMITS – ACT 250 In July 2010 the Vermont Act 250 Commission issued Partial Findings of Fact for the MSMP, which approved certain aspects of the master plan project including the total number of units and the design concept (copy of overall master plan rendering on page 17). The Commission’s approval of future conceptual development plans by Mount Snow Resort, including hotel facilities, provides conditions and guidance for development applications made by Mount Snow Resort under the land use laws of the State of Vermont to obtain development permits (so-called Act 250 permits). This approved plan includes the development of up to 900 residential units; development of 200,000 square feet of new skier service buildings; and mountain 15

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improvements including additional snowmaking and new ski lifts. The first phase of the MSMP is the development of the Carinthia Base Area with up to 150 residential units, a new skier service lodge and an expanded and paved parking area.

DEVELOPMENT PHASES While overall planning is contained within the MSMP, planning, permitting review and state and county regulatory applications for the individual project components are projected to commence in early 2014. The State of Vermont land development laws determine when and how much land may be opened for development at any one time. Subject thereto and to the approval and issuance of regulatory permits and the receipt of sufficient funds from investors, both the West Lake and Carinthia Ski Lodge projects are expected to begin groundbreaking in 2015. The funds raised in the offering described in the private placement memorandum are expected to be expended over approximately a 24-30 month period as will be noted from the relevant tables shown in this business plan. Business operations are projected to commence during the 2017 winter season, subject to no unforeseen delays or inclement weather factors during the exterior structures build phase. The job creation information prepared by Economic and Development Research Group of Boston, MA detailing the full-time permanent jobs created by the Carinthia Group 1 and 2 Project is provided in summary in this business plan on pages 38-40.

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MOUNT SNOW SKI RESORT MASTER PLAN

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SUMMARY OF JOB CREATING PROJECTS WEST LAKE PROJECT Snowmaking is an essential element of any successful eastern ski resort. Snowmaking allows Mount Snow to open in November and provide reliable snow conditions through early April. Snowmaking also compliments natural snowfall by increasing base depths and providing insurance against winter thaws. During thaw/freeze cycles, snowmaking is used to re-surface trails, covering ice and providing a much more enjoyable experience for visitors. Snowmaking itself is simply water combined with compressed air. Water is delivered via pipeline to a snowmaking “gun.” When this water is combined with compressed air and sprayed through the snowmaking gun at below-freezing temperatures, it drops to the ground as snow. Because the density of the snow can be controlled by the air-water mixture, snowmaking snow is actually more durable and can last longer than natural snow. The amount of snow that a ski resort can make is directly related to the water available for snowmaking. Although it does not affect Mount Snow’s present ability to make snow and provide a consistent snow surface, Mount Snow has limited water resources for snowmaking. One such resource is Snow Lake, an 11-million gallon in-stream impoundment. Although it is “grandfathered” and Mount Snow is allowed to use it for snowmaking, the State of Vermont is requiring Mount Snow to eliminate or bring Snow Lake into compliance with current environmental standards. Existing water storage ponds available to Mount Snow total 21.7 million gallons, which is used to cover 78% of the mountain with snowmaking. The West Lake Project will provide 120 million gallons of water storage, enough water to not only meet existing needs but also allow expansion of snowmaking to cover 100% of the mountain. The increase in available water will also enable Mount Snow to increase its snowmaking capacity, operate more snowmaking guns at one time over an expanded area and to open trails faster early in the season to potentially extend the length of the ski season. Components of the West Lake Project include: 

West Lake, a 120-million gallon storage pond. Water will be pumped into the pond for storage, and pumped out of the pond to be used for snowmaking.



Water withdrawal and intake structure. A small, three-foot high rubber inflatable dam will be installed in the Cold Brook. During the winter season, the dam will be inflated, creating a pool of water behind it. This water will feed by gravity via an intake pipe to the West Lake pump

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house. In addition to the dam, a Parshall flume will be installed in the stream. This flume allows for the required federal and state minimum stream flows in Cold Brook. 

Pump houses. Three pump houses will be constructed. The West Lake pump house will pump water from Cold Brook to West Lake for storage, and also pump water from West Lake to the Carinthia pump house at Mount Snow. The Carinthia and Air Center pump houses will take the water from West Lake and pump it to all areas of the mountain for snowmaking.



Pipelines. Pipelines, totaling 28,500 feet and ranging from 24” to 48” in diameter, will connect West Lake and the pump houses.



Other components of the West Lake Project include on-mountain snowmaking upgrades, a new beginner lift and infrastructure improvements.

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WEST LAKE PROJECT SITE MAP

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WEST LAKE PROJECT CONCEPT IMAGES

Similar snowmaking reservoir in Vermont

Similar water withdrawal structure showing inflatable dam (left) and Parshall Flume (right) to allow minimum flow

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Artist’s rendering of Carinthia Pump House, one of three pump houses to be constructed as part of the West Lake Project

The West Lake Project will provide more water for snowmaking, and allow Mount Snow to operate more snow guns at once and open more terrain early in the season.

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CARINTHIA SKI LODGE PROJECT In 1986 Mount Snow purchased Carinthia Ski Area, a smaller ski area located adjacent to Mount Snow. Snowmaking and lift upgrades, along with integration into the main mountain of Mount Snow made Carinthia a popular area of the mountain. In 2008, the entire Carinthia area was turned into a freestyle area, with 9 parks and nearly 100 acres of terrain covering more than 5 miles. It’s the largest freestyle area in New England. Carinthia and Mount Snow have been the site for major winter competitions including the ESPN Winter X Games and the Winter Dew Tour, both broadcast on live TV and seen internationally in millions of households. The new Carinthia Ski Lodge will be a state-of-the-art facility designed to provide needed skier services in a comfortable, modern building. Totaling approximately 36,000 square feet, it will house a full-service cafeteria, restaurant, two bars and coffee counter. Skier services will include a ski rental shop, lift ticket and ski school sales, retail and convenience store, bag storage service and kids activity room. The interior of the lodge is designed so that during the off-season it can be modified for conferences or other groups. The lodge will also feature modern technology including wi-fi and outlets for charging electronic devices. Storm water and other environmental issues will be addressed through the installation of properly engineered drainage. The parking area and entryway will be expanded and paved, creating a welcoming arrival experience.

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CARINTHIA SKI LODGE LOCATION AND CONCEPT IMAGES

Carinthia Ski Lodge site plan showing Ski Lodge and future proposed Carinthia development

Concept image – a similar ski lodge facility in Vermont

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Architect’s rendering of slopeside perspective of new Carinthia Ski Lodge

Architect’s rendering of south perspective and entry of new Carinthia Ski Lodge

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THE FINANCIAL TRANSACTION CAPITAL INVESTMENT AND PROJECTED FINANCIAL STATEMENT Investment funds and value totaling $66,000,000 are estimated as required to complete the Carinthia Group 1 and 2 Projects, with investors providing up to $52,000,000 pursuant to the offering and the resort owner contributing $14,000,000 in cash, land or other value. 

The revenues to the partnership will be from interest income received from the separate loans advanced to West Lake Water Project, LLC and Carinthia Ski Lodge, LLC.



A five year summary of projected partnership income and management costs is shown in the table on page 35. (See Projected Statement of Partnership Income)



A summary of projected revenue from business operations for West Lake Water Project, LLC and Carinthia Ski Lodge, LLC is shown elsewhere in the business plan – see pages 52 and 63.



A flow chart depicting the structure of business operations for the Carinthia Group I and 2 LP has been included on page 36.

CAPITAL INVESTMENT INTO THE COMMERCIAL ENTERPRISE 1. Description The Carinthia Group 1 and 2 Projects will be structured on a Loan Model. The two partnerships will be co-lenders. The capital investment commercial enterprise is the Partnership, which will serve as the entity in to which proceeds received from EB-5 investors are invested for the purpose of extending development loans to fund the construction of the job-creating projects. In essence, the EB-5 investors will invest in Carinthia Group 1 and 2, which will in turn loan the EB-5 investors’ funds directly to the developers of the job-creating projects, West Lake Water Project, LLC and Carinthia Ski Lodge, LLC. Subscriptions accepted by the general partner will be applied first to the West Lake Project and then to the Carinthia Ski Lodge Project. The EB-5 investors will purchase units at a capital investment amount equal to $500,000 per Unit. Their Units of investment will be evidenced by a Certificate of Partnership Interest and an executed subscription agreement which incorporates consent to the limited partnership agreement.

26

Section 2 - Business Plan | Carinthia Group

West Lake Water Project, LLC and Carinthia Ski Lodge, LLC will enter into and execute separate promissory notes for $30 million and $22 million, respectively, that are payable to the lender, Carinthia Group 1 and 2, L.P. The obligation of the borrowers under each promissory note will be supported by a limited guarantee of collection to be issued by Peak Resorts, Inc. Upon maturity of loan facilities pursuant to the loan agreement for each entity repayment of the loan to the Partnership will be made by the borrowers from sources that may be available at that time depending on credit and market conditions and other factors: See “Exit Strategy” and “Risk Factors” below and in Section 1 of the private placement memorandum. 2. Ownership Structure The ownership structure of the capital investment commercial enterprise is described in the chart below:

Mount Snow GP Services LLC is the general partner of Carinthia Group 1 and 2, L.P. These entities were formed in the State of Vermont on 10/4/2012 and 3/4/14 respectively. The general partner will manage the day-to-day operations of the Partnership. The manager of the general partner is Richard Deutsch, who is also a director of Peak Resorts, Inc. The sole member of Mount Snow GP Services LLC is Mount Snow Ltd. Investors: Investment in the Partnership is available to qualified foreign nationals that are seeking lawful permanent residency in the United States through the USCIS EB-5 Visa Program. The minimum investment amount is $500,000 per EB-5 Investor (which excludes a separate $50,000 27

Section 2 - Business Plan | Carinthia Group

administrative fee that is not part of the investment and is payable by the EB-5 investor to Mount Snow Ltd. concurrently with his or her subscription). The general partner may accept subscriptions in a lesser amount from investors that are not EB-5 Investors and such investors will not be required to pay the administrative fee.

3. Management

The general partner of the Partnership is Mount Snow GP Services LLC. The sole member of the general partner is Mount Snow Ltd. and the manager of the general partner is Richard Deutsch. A summary of the duties of the general partner under the Partnership Agreement shall include: 1. Oversight of the marketing of the investment units to EB-5 investors. 2. Liaison with escrow agent to assure that all investor funds are escrowed until acceptance of subscriptions. [Note: All capital contributions and administrative fees will be held in escrow until the approval of the first I-526 petition filed by an investor.] 3. Review all construction draw requests issued by West Lake Water Project, LLC and Carinthia Ski Lodge, LLC as borrowers to assure that the Carinthia Group 1 and 2 Project is being constructed on time and within budget. 4. Liaise on a regular basis with all investors to keep them informed as to the status of their investment and the Carinthia Group 1 and 2 Project. 5. Assist, when necessary, in providing the required information for use in preparation of EB-5 Investor I-526 Petitions and I-829 Petitions and any other USCIS required 28

Section 2 - Business Plan | Carinthia Group

documentation necessary for the investor to obtain conditional and ultimately, lawful permanent residency. 6. Oversee the maintenance of current information for all EB-5 investors in compliance with the requirements of the EB-5 Visa Program. 7. Assure the establishment of the proper tracking systems to monitor investor funds, I-526 and I-829 applications. Other than receiving its general partnership interest herein, and receiving reimbursement for expenses and other costs incurred directly or indirectly by the general partner to fulfill its duties under the limited partnership agreement, the general partner shall not be entitled to compensation for its services rendered pursuant to the limited partnership agreement.

4.

Limited Partners

In order to invest in Carinthia Group 1 or 2 L.P., a potential investor must meet the criteria set forth in the private placement memorandum, follow the subscription procedures required in the private placement memorandum and the Subscription Documents, and, if an EB-5 investor, follow all required immigration procedures. The rights and obligations of each Investor are governed by the partnership agreement, and in accordance with the "limited partnership" laws of the state of Vermont and the Vermont Revised Uniform Limited Partnership Act. The Partnership will be managed by its General Partner, Mount Snow GP Services, LLC, a Vermont Limited Liability Company. All investor funds, will initially be held in a non-interest bearing escrow account, until approval of the first I-526 petition filed by an investor (the “Escrow Release Condition”). Once the Escrow Release Condition is satisfied, the funds will remain in escrow until released by the general partner to be used to fund the Project. Until such time as the general partner releases the funds from escrow, the general partner may, in its sole discretion, reject an investment in the Partnership. The general partner's acceptance of an investor’s subscription is discretionary, and the general partner may reject any subscription for any reason without incurring any liability to an investor for this decision. If an investor’s subscription is rejected, then all funds, including the administrative fee, will be promptly returned to such investor.. The Partnership Agreement mandates that each limited partner shall participate in the management of the business of the partnership by making suggestions or recommendations to the general partner on issues of policy important to the partnership. The limited partnership agreement also permits limited partners to participate in one or more of the activities (i) permitted of limited partners under the Vermont Revised Uniform Limited Partnership Act and (ii) otherwise set forth under the limited partnership agreement. (See Limited Partnership Agreement).

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Section 2 - Business Plan | Carinthia Group

Distributions to limited partners may be made at the discretion of the general partner out of available net cash after payment of expenses, and any reserves made, or other funds withheld as deemed necessary by the general partner in its sole discretion (see Limited Partnership Agreement).

INVESTMENT TERMS AND CONDITIONS A full disclosure of all the investment terms and conditions are contained in the private placement memorandum and Subscription Agreement (see Exhibits), A summary of the terms and conditions of the investment include the following: 

The capital investment commercial enterprise is Carinthia Group 1 and 2 L.P. The Partnership will accept subscriptions from eligible EB-5 investors and other investors and use the subscription proceeds to fund development loans to facilitate the job creating projects by West Lake Water Project, LLC and Carinthia Ski Lodge, LLC.



All EB-5 investors who file I-526 petitions in a commercial enterprise, located in a USCIS designated Regional Center, must meet the requirements of 8 CFR 204.6 of the US Immigration and Naturalization Code of Federal Regulations.



Each investment is referred to as a “Unit" and each unit is priced at $500,000. This amount represents the minimum capital investment required by the EB-5 Visa Program for any job creating project that is located in a Target Employment Area. In addition to the capital contribution, each EB-5 investor must pay a non-refundable administrative fee of $50,000 to the general partner to pay to pay (including reimbursement of previously paid amounts) the fees and expenses of the general partner and Mount Snow Ltd. incurred in structuring and organizing the Carinthia Group 1 and 2 Project in compliance with the requirements of the EB-5 Visa Program, including marketing, consulting, escrow, legal and other fees and expenses and any fees of foreign broker/dealers, and coordinating with counsel and foreign broker/dealers with respect to the collection of information from potential alien entrepreneurs and other administrative matters arising in connection with their admission as limited partners of the Partnership. The minimum subscription may be reduced by the general partner in its discretion in the case of investors that are not EB-5 Investors and such investors shall not be required to pay the administrative fee.



Investor funds are considered non-refundable and "fully at risk" once the Investor has subscribed to and been accepted as a limited partner in the Partnership. The $50,000 paid for the administrative expenses is non-refundable. However, as outlined in the Private Placement Memo on Page 32 (Limitation on Return of Funds if I-526 Petition is Denied), in the event that USCIS denies an investor's I-526 petition, the investor may seek a return of the $500K capital contribution and a portion of the $50,000 administrative fee. Any return of funds is subject to the discretion of the General Partner.

30

Section 2 - Business Plan | Carinthia Group

LOAN STRUCTURE Carinthia Group 1 and 2, LP will offer Units to eligible investors who meet the investor suitability requirements described in Section 1 of the private placement memorandum. Proceeds from the sale of units will be loaned by the Partnership to West Lake Water Project, LLC and Carinthia Ski Lodge, LLC to fund the job creating projects. Each loan will be evidenced by a properly executed promissory note and loan agreement in favor of the Partnership. Each advance under the promissory notes will be subject to the receipt of a documented draw request that will clearly identify the use of proceeds and their investment directly into the project in accordance with the plans, specifications and budget. The terms and conditions of the loans are as follows: Borrower:

West Lake Water Project, LLC

Co-Lenders:

Carinthia Group 1, LP and Carinthia Group 2, LP

Total Amount:

Minimum: $500,000 / Maximum: $30,000,000

Collateral:

The Loans will be secured by a guaranty of collection executed by Peak Resorts, Inc.

Term of Loan:

5 years, with borrowers option to extend for an additional 2 years.

Origination Fee:

0%

Interest Rate:

1.0% fixed (increased to 7.0% if the loan is extended to year 6, and 10.0% if the loan is extended to year 7)

Amortization:

Interest payable annually. Principal, in full, at final maturity.

Sources of Repayment:

See "Exit Strategy" below.

Disbursement Requirements:

Covenants:

To assure funds are invested directly into the West Lake Project, prior to every disbursement, borrower must submit to lender the detailed documentation in the form of a draw request that indicates the amount of loan proceeds requested and the use of such proceeds in the project in accordance with the plans, specifications and budget. The loan agreement contains covenants with respect to, among other things: the provision by the borrower and the guarantor of financial information and monitoring rights to a third party that is not affiliated with Mount Snow or any

31

Section 2 - Business Plan | Carinthia Group

of its affiliates; a prohibition of any amendments of the terms of, or waiver of any rights under, the loan agreement and note without the consent of a majority-in-interest of the limited partners. The loan agreement contains covenants with respect to, among other things, the provision of by the borrower and the guarantor of financial information, monitoring rights to an unaffiliated third party, and prohibitions against the granting of liens to third parties except as specifically permitted by the loan agreement (under the terms of Peak Resorts’ credit facility, the lender has a mortgage on the land on which the West Lake Project will be constructed). Events of Default: The loan agreement and note contain standard events of default, including for non-payment of interest and principal when due and violation of covenants. Upon an event of default, after expiration of any applicable cure period, the Partnership shall have all the rights and remedies of a creditor of the borrower under applicable laws. Notwithstanding the foregoing, no action shall be taken nor shall any remedy be exercised that would adversely affect the eligibility of alien entrepreneurs for admission into the United States as lawful permanent residents on the basis of their investment in a commercial enterprise.

Borrower:

Carinthia Ski Lodge, LLC

Co-Lenders:

Carinthia Group 1, LP and Carinthia Group 2, LP

Total Amount:

Minimum: $500,000 / Maximum: $22,000,000

Collateral:

The Loans will be secured by a guaranty of collection issued by Peak Resorts, Inc.

Term of Loan:

5 years, with borrowers option to extend for an additional 2 years.

Origination Fee:

0%

Interest Rate:

1.0% fixed (increased to 7.0% if the loan is extended to year 6, and 10.0% if the loan is extended to year 7)

Amortization:

Interest payable annually. Principal, in full, at final maturity.

Sources of Repayment:

See "Exit Strategy" below.

Disbursement Requirements:

To assure funds are invested directly into the Carinthia Ski Lodge Project, prior to every disbursement, borrower must submit to lender the detailed 32

Section 2 - Business Plan | Carinthia Group

documentation in the form of a draw request that indicates the amount of loan proceeds requested and the use of such proceeds in the project in accordance with the plans, specifications and budget. Covenants:

The loan agreement contains covenants with respect to, among other things: the provision by the borrower and the guarantor of financial information and monitoring rights to a third party that is not affiliated with Mount Snow or any of its affiliates; the prohibition of any amendments of the terms of, or waiver of any rights under, the loan agreement and note without the consent of a majority-in-interest of the limited partners. The loan agreement contains covenants with respect to, among other things, the provision of by the borrower and the guarantor of financial information, monitoring rights to an unaffiliated third party, and prohibitions against the granting of liens to third parties except as specifically permitted by the loan agreement (under the terms of Peak Resorts’ credit facility, the lender has a mortgage on the land on which the Carinthia Ski Lodge Project will be constructed).

Events of Default: The loan agreement and note contain standard events of default, including for non-payment of interest and principal when due and violation of covenants. Upon an event of default, after expiration of any applicable cure period, the Partnership shall have all the rights and remedies of a creditor of the borrower under applicable laws. Notwithstanding the foregoing, no action shall be taken nor shall any remedy be exercised that would adversely affect the eligibility of alien entrepreneurs for admission into the United States as lawful permanent residents on the basis of their investment in a commercial enterprise.

EXIT STRATEGY According to the guidelines of USCIS relating to investments made within an approved EB-5 project, an "investment within such a project must be fully at-risk.” In order to ensure that the capital invested by each EB-5 investor remains fully at risk for the period of time required under the EB-5 Visa Program, the partnership agreement specifically prohibits the Partnership from returning any portion of the capital investment amount prior to the approval of the EB-5 investor's I829 Petition. The general partner expects each borrower will consider a number of options to repay the loan to the partnership upon maturity. Such options include but are not limited to: (1) a strategic refinancing of the facility; (2) reserving funds from operations; (3) the proceeds of a loan from Mount Snow or Peak Resorts; and (4) the purchase of the borrower’s assets by Mount Snow or Peak Resorts or another of its affiliates.

33

Section 2 - Business Plan | Carinthia Group

There can be no assurance that the borrowers will be successful in completing any such refinancing or other transaction or that the proceeds of any such transaction will enable the borrowers to repay the loans to the Partnership in full. In any such event the Partnership may pursue any remedies available to it as an unsecured creditor of the borrowers and may also seek recourse to the guaranty of Peak Resorts of the facilities for any unpaid amounts. The guaranty is not secured by any assets of Peak Resorts and there can be no assurance that Peak Resorts would have sufficient resources to satisfy the guaranty. Any failure by the borrowers to repay the loans or Peak Resorts to satisfy the guaranty may have a material adverse effect on the ability of the limited partners to receive a return of their capital and may result in the complete loss of investment.

NO GUARANTEES OR REDEMPTION RIGHTS Each limited partner acknowledges and agrees by his receipt and execution of a Subscription Agreement which includes a consent to the limited partnership agreement that no promises or guarantees of performance, investment results or returns, rights to redeem their Interests or right to or probability of removal of conditions under the EB-5 Program have been made to them by anyone, including but not limited to by the general partner or any of its affiliates, and their agents, representatives, officers, salesmen, managers, employees, attorneys, consultants and third party contractors, and they are not relying on anything from the general partner or any of its affiliates, and their agents, representatives, officers, salesmen, managers, employees, attorneys, consultants and third party contractors except the private placement memorandum and the subscription documents in making the decision to invest. INTENTIONALLY LEFT BLANK

34

Section 2 - Business Plan | Carinthia Group

PROJECTED STATEMENT OF PARTNERSHIP INCOME

PROJECTED STATEMENT OF PARTNERSHIP INCOME CARINTHIA GROUP 1 AND 2 L.P. 104 INVESTORS $52,000,000

S e e R is k F a c t o rs : F o rwa rd Lo o k ing S t a t e m e nt s

YEAR 1

YEAR 2

YEAR 3

YEAR 4

YEAR 5

INCOME W EST LAKE PROJECT LOAN $30M INTEREST INCOME

$

97,500

$

200,000

$

300,000

$

300,000

$

300,000

CARINT HIA SKI LODGE LOAN $22M INTEREST INCOME

$

82,500

$

192,500

$

220,000

$

220,000

$

220,000

T OT AL INCOME

$

180,000

$

392,500

$

520,000

$

520,000

$

520,000

PROFESSIONAL FEES COMPLIANCE MISCELLANEOUS

$ $ $

20,000 10,000 5,000

$ $ $

20,000 10,000 5,000

$ $ $

20,000 10,000 5,000

$ $ $

20,000 10,000 5,000

$ $ $

20,000 10,000 5,000

T OT AL EXPENSES

$

35,000

$

35,000

$

35,000

$

35,000

$

35,000

PART NERSHIP NET OPERAT ING INCOME UNIT INVEST MENT INCOME

$ $

145,000 1,394

$ $

357,500 3,438

$ $

485,000 4,663

$ $

485,000 4,663

$ $

485,000 4,663

EXPENSES

ANNUAL % RETURN ON INVESTMENT

0.3%

0.7%

0.9%

0.9%

0.9%

(No te: excludes M o ney M arket A cco unt Interest)

Dividends paid annually, subject to the limited partnership agreement, to investors based upon available cash funds. Interest Income in Years 1 and 2 is received in arrears and based upon the projected advances to borrowers. See Limited Partnership Agreement. Carinthia Group 2, LP has an identical projected income structure. A summary of projected business operations and job creation for each activity created by the use and application of partnership funds is shown elsewhere in the business plan.

INTENTIONALLY LEFT BLANK

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Section 2 - Business Plan | Carinthia Group

STRUCTURE OF BUSINESS OPERATIONS: CARINTHIA GROUP 1 AND 2, L.P. OVERALL PROJECT EXPENDITURE: $66 MILLION

$52 million – from 104 EB-5 investors at

$14 million contribution by Resort

$500,000 per investor

Owner to provide infrastructure. etc.

CARINTHIA GROUP 1 and 2, L.P Resort Owner



Receives funds from Investors into the Limited Partnership (LP)



LP loans these funds to business enterprises for commercial development and job creation



LP Income source: partnership receives loan interest

cash, land or other value applied to:  Carinthia area

West Lake Water Project, LLC:

JOB CREATION

Receives funds of up to $30,000,000 by way of loan from LP. Utilizes funds for development and construction of snowmaking reservoir, pumps, piping, pump houses and related infrastructure.

Requisite jobs created by:

Pays interest on loan to L.P. Creates jobs from development expenditures into project.

Carinthia Ski Lodge, LLC: Receives funds of up to $22,000,000 by way of loan from L.P. Utilizes funds for development and construction of Ski Lodge of approx. 36,000 sq ft. located at Mount Snow Carinthia Base Area. Ski Lodge will provide retail, skier services, food and beverage.

 The money invested into the projects  Revenues from operations

upgrade  General Resort Infrastructure – access roads, drainage, trails, snowmaking Equipment facilities etc.

 Increased visitor spending at the Mount Snow Resort

Pays interest on loan to LP. Creates jobs from development expenditures into project, and revenues from operations.

EXIT STRATEGY: Please refer to page 33 of this document. The general partner expects each borrower will consider a number of options to repay the loan to the partnership upon maturity. Such options include but are not limited to: (1) a strategic refinancing of the facility; (2) reserving funds from operations; (3) the proceeds from a loan from Mount Snow or Peak Resorts; and (4) the purchase of the borrower’s assets by Mount Snow or Peak Resorts or another of its affiliates.

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Section 2 - Business Plan | Carinthia Group

JOB CREATION CALCULATION IMPLAN SOFTWARE MODEL The methodology employed in the analysis for the Carinthia Group 1 and 2 Project was derived from the IMPLAN software model developed by the Minnesota IMPLAN group (MIG). IMPLAN is based on the national input-output technology tables that show how each type of industry relies on a different mix of its own labor and supplies purchased from other industries and it is calibrated to reflect local economic patterns (of employment, payroll and business sales) occurring within specified counties (or sub-county areas). This shows a default on the extent to which local industries purchase goods and services from suppliers located within the same county. IMPLAN is the most widely used analysis software systems for measuring or estimating the economic impacts associated with openings, closings, expansion, contraction, and on-going operations of facilities – ranging from industrial plants to national parks. Carinthia Group 1 and 2, L.P. has retained Economic Development Research Group (“EDR”) of Boston, Massachusetts to calculate, prepare and submit the job creation report for the project. The EDR group team is headed by Ms. Lisa Petraglia, V.P. of Research. Ms. Petraglia has 22 years of experience working in economic modeling and policy analysis, focusing specifically on economic impact evaluation. EDR has performed job creation calculations demonstrating project job creation of 1,112 new full time non-direct jobs for the years of the development phase of the project for the U.S. economy, of which 966 occur within the regional center. The second year of business operations on new facilities will support 155 jobs within the 4-county project economy located within the Vermont regional center. The total project job creation when considering construction and year 2 of operations is 1,267 new full time jobs, for the U.S. economy. Total jobs created far exceeds the requisite job creation total of 1,040 jobs for 104 foreign EB-5 investors. EDR below provides a synopsis of the job generating impacts. Allocation of jobs created - although the project is open to both U.S. and foreign investors, full time equivalent indirect and or direct jobs created as stated in the supplied project economic analysis will be applied only to foreign investors seeking to utilize the investment for immigration purpose.

INTENTIONALLY LEFT BLANK

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Section 2 - Business Plan | Carinthia Group

Summary of Job Generating Impacts – Mount Snow Master Expansion Plan “Carinthia Group Project” November 12, 2012 An IMPLAN analysis (using region specific date for 2010) was conducted to evaluate the business plan for the Mount Snow (located in Windham County, Vermont) Carinthia Group expansion for job generation potential. Key findings are as follows: 

Development phase activity-associated with a $66 million budget (in 2012$), $65.2 million as economic transactions, will support 836 indirect jobs in the State of Vermont and 275 indirect jobs outside the boundary of the Regional Center. These 1,112 FTE jobs represent eligible job impacts supported during the development phase.



Once the facilities are completed – specifically the Carinthia Ski Lodge – Additional visitor spending in each of the first two years of operation (of the new facility) is valued at $4.98 million and $5.16 million in 2012$.



The total job generating effects of the annual visitor spending are 154 FTE’s by YR2 within the 4-county Southern Vermont study area and 1 indirect FTE’s in the remainder of the Vermont Regional Center.

Job Generation effects of Carinthia Group Proposed Expansion Source: IMPLAN multi-region impact model Phase ==> Study Region ==>

Operations

Development Phase

4-county Southern VT*

State of Vermont

Year 1 Visitor spending, mil. $2012

$

4.98

Year 2 $

non-direct Jobs (FTE) FTE Job impacts in Study Region

Snowmaking Reservoir^

2 Years

3 Years

$27.6 (79%)

$37.6 (80%)

5.16

Construction Budget, mil. 2012$(VT purchases)** direct Jobs (FTE)

Ski Lodge

not applicable

not applicable

not applicable

not applicable

148

154

393

443

148

154

393

443

rest of Vermont

1

1

not applicable

not applicable

rest of Northeast

not applicable

not applicable

48

82

rest of U.S.

not applicable

not applicable

47

99

149

155

488

624

All Regions FTE Job Impact

* includes Windham, Windsor, Rutland and Bennington counties ** excludes land contribution, and working capital ^Development phase non-direct job impacts in southern VT region included contracted Construction laborers on-site for the West Lake Reservoir Project th

155 Federal Street, 6 Floor, Boston Massachusetts 02110 USA • telephone 617.338.6775 • fax 617.338.1174 • www.edrgroup.com

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Section 2 - Business Plan | Carinthia Group

SUMMARY OF JOB IMPACTS FOR CARINTHIA GROUP 1 AND 2 PROJECT Using IMPLAN 2010 data files, two multi-regional analysis systems were defined: for the development phase analysis a three-region context comprised of the Vermont economy, the rest of Northeast1, and the balance of the U.S. was assembled; for the visitor-spending analysis, the two-region analysis used an immediate 4-county sub-state economy centered on the Mount Snow facility2; and a second region identifying the rest of State. Using the development phasing for the Carinthia Ski Lodge Project (requiring $22 m of foreign investor funds plus another $6 m of private funds and a duration of within 2 years), and the West Lake Snowmaking Reservoir (requiring $30 m of foreign investor funds plus another $8 m of private funds for a 2+ year undertaking), the following “eligible“ job impacts (Vermont’s job impact for the ski lodge exclude the direct construction positions since the development duration is within 2 years) have been estimated:

West Lake Reservoir

REGION VT

yr1 146

yr2 186

yr3 111

REST OF NO'EAST rest of U.S.

27 33

35 41

21 25

1

Maine, New Hampshire, Connecticut, Rhode Island, Massachusetts, and New York. Bennington, Windham, Windsor and Rutland counties.

2

39

Section 2 - Business Plan | Carinthia Group

The combined job creation is as follows for the two development schedules:

REGION VT

yr 1 285

REST OF NO'EAST rest of U.S.

44 49

ALL Development yr 2 yr 3 440 111 66 72

21 25

During development there is a minimum of approximately $1.15 m of explicit equipment purchases for the Carinthia Ski Lodge (office equipment, telephone systems, computer network and servers). For the West Lake reservoir there is approximately $7.4 m of equipment purchases manufactured outside of Vermont (Mount. Snow estimates that 50 percent of these manufactures will be sourced from the northeast region, and the balance from Colorado, and Indiana). Vermont’s wholesale distributors will bring manufactured product in from out-of-state manufacturers, and the in-state distributors will earn their 15% mark-up. Therefore none of the manufactured content (pumps, pipes, air compressors, magic carpets, refrigeration units etc.) is assumed to come from Vermont.

First two years of annual operations (years 3 and 4 chronologically) are associated with new visitor spending of $4.976 m and $5.163 m respectively (in 2012 dollar basis). The estimate of total job impacts in Year 2 is as follows:

IMPLAN Sector 413 ‐ Eating & drinking establishments 329‐ Retail General Merchandise 407 ‐ Recreational Centers

Description Meals & Beverages Retail & Convenience Store Ski rental Lift passes & Tickets Windsor Co. & 3 other So. VT  counties elswhere in Vermont Vermont regional Center

40

Total Job Impacts  across all sectors in  Southern VT YR2 54 8 92 154 1 155

Section 2 - Business Plan | Carinthia Group

Threshold test (104 investors x 10 eligible jobs = 1,040 full-time jobs): 1,040

Sum for VT thru development plus YR2  Operations 991 with rest of Northeast                                                     1,122 with rest of Northeast & rest of U.S.                                                     1,267

See Economic Impact Report: Section 5 Exhibits for full EDR Report

INTENTIONALLY LEFT BLANK

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Section 2 - Business Plan | Carinthia Group

USE OF PARTNERSHIP FUNDS WEST LAKE PROJECT - LOANED FUNDS: $30,000,000 PURPOSE AND NEED FOR THE PROJECT The purpose and need for the proposed West Lake Project is to build a new snowmaking water storage and distribution source required by state and regulatory authorities and to provide Mount Snow with capacity to meet all of their current and future snowmaking water supply needs. Mount Snow’s primary water storage pond for snowmaking is Snow Lake, an 11-million gallon instream impoundment built in the 1960s. Snow Lake does not meet today’s state and federal requirements. Although it is “grandfathered” and Mount Snow is currently allowed to use it for snowmaking, the State of Vermont requires Mount Snow to bring Snow Lake into compliance with current environmental standards. The West Lake Project is the culmination of several years of planning and will allow Mount Snow to eliminate Snow Lake, and bring its other two sources of water for snowmaking into compliance with current rules and regulations for snowmaking ponds. The development of West Lake will increase Mount Snow’s capacity to make and distribute snow for skiing and snowboarding, to operate more snowmaking guns at once and open more trails early in the season with increased snowmaking capability, to improve snow conditions throughout the season, particularly after a thaw/freeze event, and to improve water quality through compliance with state and federal guidelines and rules for minimum flows and storm water management. The existing trail system at Mount Snow consists of 460 acres, of which approximately 359 acres (or roughly 78%) of ski trails are covered by snowmaking. Snowmaking is an essential part of making ski operations economically viable. Without it, resorts in the East would have shorter seasons and fewer open trails in all but high snowfall years, resulting in less than optimal conditions due to both inferior snow surfaces and skier congestion. Snowmaking allows ski resorts to create a dependable base that can withstand skier traffic and enables resorts to provide better snow conditions by re-surfacing trails after heavy use and/or thaw/freeze events. In the competitive ski market, snowmaking is a necessary tool that allows resorts to create favorable ski conditions and meet the high snow condition expectations of today’s recreational skier and snowboarder. Currently, Mount Snow draws water for snowmaking from three ponds, totaling just 21.7 million gallons of water storage. These ponds are drawn down and replenished several times over the course of the winter. Based on historical records, these existing water storage facilities and water sources provide 229 million gallons of water for snowmaking over the course of the winter season. The industry standard is one million gallons of water for every acre of snowmaking. With 359 42

Section 2 - Business Plan | Carinthia Group

snowmaking acres, current water storage facilities fall short of industry standards. Consequently, Mount Snow via its subsidiary West Lake Water Project, LLC proposes to construct a 120-million gallon snowmaking reservoir to meet its current and future snowmaking needs. Water would be supplied to the reservoir from an intake in Cold Brook. The new proposed snowmaking system will provide sufficient water to meet Mount Snow’s snowmaking demands for the foreseeable future, including all anticipated trail expansion. Additionally, it will allow all water withdrawals from their current water supply sources to either be eliminated or brought into compliance with current standards, and allow Mount Snow to come into compliance with Vermont Agency of Natural Resources Snowmaking Rules. PROJECT COMPONENTS The major project component is the construction of a 120-million gallon water storage reservoir covering approximately 12 acres. It will have a change in elevation of approximately 55 feet from the bottom of the lake to the top of the berm. A dam will be constructed at the south end of the lake. Additional components are: An Intake and Withdrawal Structure Located in Cold Brook. An inflatable dam installed in the brook will allow water to pool behind it. A Parshall flume installed in the brook will allow minimum required stream flows in Cold Brook. When water levels are such that they exceed the minimum flow, excess water will be fed via gravity to the West Lake pump house. West Lake Pump House. The West Lake pump house, a 1764-square foot building located on the West Lake parcel, will pump water from Cold Brook into West Lake and also pump water from West Lake to Mount Snow for snowmaking. If conditions allow, it can also pump water directly from Cold Brook to Mount Snow for snowmaking. The pump house will contain up to 10 pumps, and at full capacity be able to pump 10,000 gallons per minute.

West Lake Pump House and intake to Cold Brook

West Lake Pump House interior with up to 10 pumps

43

Section 2 - Business Plan | Carinthia Group

Carinthia Pump House. Water pumped from West Lake will be delivered to a new pump house at the Carinthia base area. The Carinthia pump house will serve as a water distribution hub to supply water to the snowmaking guns that cover the ski slopes. Carinthia Pump House, approximately 4,000 square feet, also includes an attached snow garage, office space, restrooms, loft space and staff lockers. To cope with the increased demand of expanded snowmaking, up to 10 pumps and associated infrastructure will be installed within this building.

Carinthia Pump House Floor Plan

Architect's Plan of Carinthia Pump House

Air Center Pump House. In a similar capacity as the Carinthia pump house, the new Air Center will serve as an air and water distribution hub to the snowmaking guns which cover the ski slopes. Located on the mountain, the approximately 3,500-square-foot Air Center will house air compressors and booster pumps to distribute compressed air and water for snowmaking to all areas of the mountain. To cope with the increased demand of expanded snowmaking, new air compressors and pumps capable of meeting that demand will be installed within this building.

Interior of Air Center Pump House

Air Center Pump House site plan

44

Section 2 - Business Plan | Carinthia Group

Images of Pump House Equipment

Pipelines. A total of 28,500 feet of pipe, ranging in size from 24” to 48” in diameter, will be installed to connect Cold Brook, West Lake and the pump houses.

Ski Lift. The project will also include a new Magic Carpet ski lift on the lower slope of the Carinthia Ski Area (Ski Baba) to provide skier access to the Carinthia area.

Images of Similar Magic Carpet Ski Lift

Other Components. Additional components of the West Lake Project include the installation of fire hydrants along the pipeline, trail improvements, up to 33,300 feet of pipe on the mountain to improve and expand the delivery of water for snowmaking, and other mountain improvements.

45

Section 2 - Business Plan | Carinthia Group

Shaded trails (blue) depict proposed new snowmaking trails

46

Section 2 - Business Plan | Carinthia Group

PERMITTING STATUS Federal, state and local permits are required to construct the West Lake Project. Mount Snow has secured most of the permits required for construction; see below for the status of permits. No money would be released by the Partnership for hard construction costs until the relevant permits have been secured. Federal – An ACOE (Army Corps of Engineers) permit and a Notice of Decision from the US Forest Service have been issued. See Appendix, Notice of Decision from U.S. Forest Service State – The State Act 250 permit for West Lake is pending and expected to be issued in 2014. The following state permits have been issued: Dam Order, Conditional Use Determination/401 Water Quality Certification, Stormwater Discharge Permits, Construction Stormwater Permits, and Flow Determination Letter. Local – Local zoning permits from the towns of Dover and Wilmington have been issued.

SOURCE AND APPLICATION OF FUNDS The tables and narrative which follow summarize the use of loan funds by West Lake Water Project, LLC and its projected revenues from snowmaking activities. Highlights    

Total Project Cost $38 million $30 million loan from Carinthia Group 1 and 2 L.P. funded by subscription proceeds received from EB-5 Investors $8 million contributed by Resort Owner Projected build time: 2 + years

Tables 1. Proceeds of Loan from Carinthia Group 1 and 2 LP funded by subscription proceeds received from EB-5 Investors 2. Projected Direct Cost Summary 3. West Lake Development Schedule 4. Projected Income Statement: 10 years operations 5. Basis of Revenues; Snowmaking Water Usage Analysis and Assumptions: 6. Breakdown of Projected Electricity Consumption Costs

47

Section 2 - Business Plan | Carinthia Group

PROCEEDS OF LOAN FROM CARINTHIA GROUP 1 AND 2, L.P.

WEST LAKE WATER PROJECT, LLC: LOAN DEAL PRO-FORMA SOURCE AND USE OF FUNDS See Risk Factors: Forward Looking Statements

LOAN PROCEEDS FROM CARINTHIA GROUP 1 AND 2 LP EB-5 INVESTORS

$30,000,000

USE OF FUNDS Project Direct Build Cost per Schedule A

$24,000,000

Ancillary Costs Costs of Road Closures related expenses, etc.

$150,000

General Infrastructure, Utilities, Common Areas, Rec. Areas, Parking

$500,000

Sub-total Ancilliary Items

$650,000

Arch & Eng, Design, Engineering

$1,104,000

Sub-total Ancilliary Items

$1,754,000

TOTAL BUILD COST

$25,754,000

Management Fees & Supervision

15%

Misc. General Administration Expenses

$3,863,100 $382,900

TOTAL EXPENDITURES OF FUNDS FROM PARTNERSHIP

$30,000,000

MOUNT SNOW CONTRIBUTION Promoter Contribution to Project Costs

$3,000,000

Resort Enhancement Costs

$5,000,000

SUB-TOTAL

$8,000,000 $38,000,000

TOTAL ESTIMATED PROJECT COST

INTENTIONALLY LEFT BLANK

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Section 2 - Business Plan | Carinthia Group

PROJECTED DIRECT COST SUMMARY Schedule A West Lake Project: Projected Direct Cost Summary - 6,000 GPM Details

Projected Cost

Tranche 1

Tranche 2

Tranche 3

Mount Snow Scope Initial set up costs, site preparation, resort preparation, excavations and related elements

$1,621,000

Torrent pumping equipment & installation, snowmaking and snow grooming equipment and accessories

$2,432,210

L1 carpet install incl. equipment and installation, snowmaking and sno grooming equipment and accessories

$417,522

$417,522

Carinthia pump houses incl. groundworks and infrastructure

$1,208,533

$1,208,533

Air Center including ancillary equipment

$1,210,000

$1,210,000

On hill pipelines, trails and lift upgrade, and relocation works

$1,594,153

$1,594,153

Ski Baba Magic Carpet Ski Lift including all infrastructure, site clearance and prep.

$576,380

Misc. trail upgrades and site works to facilitate new installations

$986,550

$1,621,000

$2,432,210

$576,380 $986,550

$10,046,348

$1,621,000

West Lake Storage incl. Site Prep, Ledge and Blasting

$5,488,000

$5,488,000

Coldbrook Inflatable, Pumphouse & Refill Piping and

$8,465,652

MS Subtotal

$2,202,435

$6,222,913

GC Scope

$8,465,652

PH to Carinthia Piping, road works, substructures, piling and related costs GC Subtotal

TOTAL TO FUNDS SUMMARY

$13,953,652

$5,488,000

$8,465,652

$24,000,000

$7,109,000

$10,668,087

$6,222,913

From Investor Funds Summary Architects, Engineers

$1,104,000

General Infrastructure

$150,000

$201,174

$298,826

$1,254,450

$1,630,389

$978,261

-$350

$350

$0

$2,891,000

$1,831,913

$1,277,087

$10,000,000

$12,500,000

$7,500,000

Supervision Fee

$382,900

Misc. Admin. Expenses Less, Mount Snow Contribution Sub-total GRAND TOTAL Data provided by Mount Snow

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Section 2 - Business Plan | Carinthia Group

WEST LAKE PROJECTED DEVELOPMENT SCHEDULE Projected build dates are subject to change – see Risk Factors Section 1 of PPM S ta rt

End

Feb-15

Jul-17

Feb-15

Jan-15

Feb- 15

Apr- 15

Feb- 15

Apr- 15

Feb- 15

Jun- 15

Apr- 15

Jun- 15

Jul- 15

Aug- 15

Jun- 15

Nov- 15

Jun-15

Oct-16

Jun- 15

Jul- 15

Jul- 15

Aug- 15

Aug- 15

Nov- 15

Apr- 16

Sep- 16

Jun- 15

Jul- 15

Aug- 15

Oc t- 15

Apr- 16

Sep- 16

Jun- 16

Jul- 16

Apr- 16

Jul- 16

Jul- 16

Oc t- 16

Sep- 16

Nov- 16

Aug-16

Jul-17

Aug- 16

Nov- 16

Oct- 16

Jan- 17

Jul- 16

Oc t- 16

Oct- 16

Nov- 16

Jul- 16

Nov- 16

Apr- 17

Sep- 17

Apr- 17

Jun- 17

May- 17

Jun- 17

Jun- 17

Jul- 17

Fe b- 15

Ma y- 15

Jul- 15

O c t- 15

Ja n- 16

April- 16

Jul- 16

O c t- 16

Ja n- 17

Apr- 17

Jul- 17

The above Gantt chart depicts the projected hard construction schedule for the West Lake Project. Each development tranche is further detailed in the summary of projected direct costs. 50

Section 2 - Business Plan | Carinthia Group

PROJECTED INCOME STATEMENT: WEST LAKE WATER PROJECT, LLC WEST LAKE WATER PROJECT, LLC, SNOWMAKING RESERVOIR FUNDED BY EB-5 LOAN FUNDS $30,000,000 PROJECTED STATEMENT OF INCOME FROM OPERATIONS UPON BUILD COMPLETION S e e R is k F a c t o rs : F o rwa rd Lo o k ing S t a t e m e nt s

Year 1 Revenues Direct Costs Snowmaking reporting (Nov-March, May) Annual stormwater fees Electric Pumphouse road (driveway) maintenance Pump maintenance (incl seals) Pump oil Heat (propane) Annual NAA modeling Survey after initial operations Monitoring of stream changes Annual dam inspection Annual stormwater inspection Labor Cost of Sales Expenses Equipment rental Motor Vehicle Expenses General Supplies Office Expenses Utilities Phone Printing and Postage Insurance Property Taxes Admin Salaries Travel Management Fees 15%

$

Year 2

Year 3

Year 4

Year 5

1,560,190

1,575,792

1,623,066

1,731,811

1,870,356

1,000 300 201,179 0 20,000 3,200 3,000 3,000 0 0 600 1,000 92,080

1,000 300 204,197 0 20,000 3,200 3,090 3,090 5,000 0 618 1,000 92,080

1,030 309 212,365 0 20,600 3,296 3,183 3,183 0 3,000 637 1,030 92,080

1,061 318 220,859 0 21,218 3,395 3,278 0 0 3,090 656 1,061 94,842

1,093 328 229,693 0 21,855 3,497 3,377 0 0 0 675 1,093 97,688

325,359

5,000 24,000 6,536 12,000 24,000 6,000 3,000 25,750 8,000 46,000 6,000 234,029

$

333,575

5,000 24,200 6,732 12,360 24,720 6,180 3,000 25,750 8,240 46,040 6,180 236,369

$

340,711

5,000 24,926 6,934 12,731 25,462 6,365 3,000 26,523 8,487 46,040 6,365 243,460

$

349,778

5,000 25,674 7,142 13,113 26,225 6,556 3,000 27,318 8,742 46,040 6,556 259,772

$

359,298

5,000 26,444 7,356 13,506 27,012 6,753 3,000 28,138 9,004 46,040 6,753 280,553

Total Expenses

400,314

404,770

415,292

435,138

459,559

Total Operating Costs

725,673

738,345

756,003

784,916

818,857

Net Operating Income before Interest

834,517

837,447

867,062

950,828

1,051,499

Loan Interest Principal Loan Amt: $30,000,000

300,000

300,000

300,000

300,000

300,000

Net Income before Taxes & Depn.

534,517

537,447

567,062

650,828

751,499

Highlights: West Lake Water Project, LLC, via its reservoir water storage facilities, dam, pumps and pipes is designed to distribute water to the Mount Snow Ski Resort for all of its planned snowmaking needs as well as monitoring the environmental impacts from water withdrawal and replenishment. Mount Snow will pay for the supply and services via a metered water measurement system. The meters utilize very reliable odometer technology and are factory calibrated to exacting standards prior to being shipped. Water flows through the meter and records the volume of water that has passed through the meter; meters do not record any level of 51

Section 2 - Business Plan | Carinthia Group

consumption unless water is flowing through them. Vermont Department of Environmental Conservation laws require that detailed reports and analysis be submitted that demonstrate items such as water usage, stream flow, water withdrawal and conservation flow requirements. As such snowmaking water consumption will be metered by a master meter. Point of use meters may also be required for compliance. West Lake Water Project, LLC will strive for rates that are equitable and easy to understand. A cost of service study may be completed periodically by West Lake Water Project, LLC to determine if revenues are sufficient to cover all costs. As the business operates, historic cost and usage data will be used as a basis. These studies look out over a period of three to five years comparing both costs and revenues. Amongst other things, the usage charge includes a portion of the repair and replacement costs for pipes, pumps, and all equipment required to supply, deliver and monitor water for snowmaking. It also includes the services, supplies, equipment and labor required to produce and store snowmaking water, such as power and maintenance of water pumping, and storage facilities.

INTENTIONALLY LEFT BLANK

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Section 2 - Business Plan | Carinthia Group

BASIS OF REVENUES; SNOWMAKING WATER USAGE ANALYSIS AND ASSUMPTIONS

W EST LAKE W AT ER PROJECT , LLC. SNOW MAKING RESERVOIR FUNDED BY EB-5 LOAN FUNDS $30,000,000 PROJECTED WATER USAGE GENERATED: ASSUMPTIONS AND STATEMENT OF ANNUAL INCOME FROM OPERATIONS

S e e R is k F a c t o rs : F o rwa rd Lo o k ing S t a t e m e nt s

T EMPORARY SNOW MAKING ACT IVIT IES: 79% COVERAGE

S ourc e

2 0 11- 12 Conse rva tion Dra ina ge Are a Flow Da te Withdra wa ls Da te Withdra wa ls (mi 2 ) Re quire me nt Comme nc e d Ende d

Oct

Nov

De c

Ja n

Fe b

Ma r

S e a son

Usa ble S tora ge Ca pa c ity (million ga llons) Re se rvoir

0

0.42

41.65

53.47

23.37

0

118.91

11.0

0

31.50

27.64

19.06

7.2

85.40

14.6

5.85

0

22.38

13.73

6.09

0

42.2

3.0

14.07

0.42

95.53

94.84

48.52

7.2

246.51

28.6

10 . 2 4

0.11

25.39

25.21

12.90

1.91

65.53

0.53

12 0 . 9 2

12 0 . 0 5

6 1. 4 2

9 . 11

3 12 . 0 4

12 0 . 0 0

2.60

$2,658.23

$604,620.25

$ 6 0 0 , 2 5 3 . 16

$307,088.61

North Branc h (Snow Lake)

2.64

0.15 csm

11/30/2011

Cold Brook (Mirror Lake)

3.35

0.58 c sm

12/02/2011

03/12/2012

0

Carinthia Pond

0.18

0.5 c sm

12/01/2011

02/20/2012

0

02/20/2012

TO TALS

Add: inc reased usage to make resort 100% snowmaking

Re - Use Fa c tor Multiple

10.81

NEW P ERMANENT S NO WMAKING ACTIV ITIES : 10 0 % CO V ERAG E WES T LAKE P RO JECTED REV ENUES : Usa ge ra te = $ 5 , 0 0 0 pe r million ga llons or pa rt he re of

$45,569.62

$ 1, 5 6 0 , 18 9 . 8 7

Re sort P ropose d Ne w Expa nsion Are a S nowma king e st. 11%

0.06

13.30

13.21

6.76

1.00

34.32

12 0 . 0 0

0.29

TO TAL G ALLO NAG E REQ UIRED FO R EX P ANDED RES O RT

0.59

13 4 . 2 3

13 3 . 2 6

6 8 . 17

10 . 12

346.36

12 0 . 0

2.89

$2,950.63

$ 6 7 1, 12 8 . 4 8

$ 6 6 6 , 2 8 1. 0 1

$340,868.35

$50,582.28

$ 1, 7 3 1, 8 10 . 7 6

P RO JECTED G RO S S REV ENUES : Usa ge ra te = $ 5 , 0 0 0 pe r million ga llons or pa rt he re of

INTENTIONALLY LEFT BLANK

53

Section 2 - Business Plan | Carinthia Group

WEST LAKE PROJECTED ENERGY CONSUMPTION WEST LAKE PROJECTED ENERGY CONSUMPTION ON PEAK Regular 0.09159

12.81

ON PEAK KWH

Demand

Dollars

Regular

Demand

0.06796

3.31

OFF PEAK

Regular Month

OFF PEAK

Demand

KW

Regular

Dollars

KWH

Demand

Dollars

KW

Dollars

May

200

$18.32

200

$2,562.00

200

$13.59

200

$662.00

Jun

200

$18.32

200

$2,562.00

200

$13.59

200

$662.00

Jul

200

$18.32

200

$2,562.00

200

$13.59

200

$662.00

Aug

200

$18.32

200

$2,562.00

200

$13.59

200

$662.00

Sep

200

$18.32

200

$2,562.00

200

$13.59

200

$662.00

Oct

200

$18.32

200

$2,562.00

200

$13.59

200

$662.00

Nov

96,864

$8,871.76

200

$2,562.00

96,864

$6,582.87

1,860

$6,156.60

Dec

298,664

$27,354.60

200

$2,562.00

298,664

$20,297.18

1,860

$6,156.60

Jan

298,664

$27,354.60

200

$2,562.00

298,664

$20,297.18

1,860

$6,156.60

Feb

113,008

$10,350.39

200

$2,562.00

113,008

$7,680.01

1,860

$6,156.60

Mar

200

$18.32

200

$2,562.00

200

$13.59

3,200

$10,592.00

Apr

200

$18.32

200

$2,562.00

200

$13.59

665

$2,201.15

TOTAL

808,800

$74,077.91

2,400

$30,744.00

808,800

$54,965.98

12,505

$41,391.55

TOTAL

$201,179

INTENTIONALLY LEFT BLANK

END OF WEST LAKE PROJECT SECTION

54

Section 2 - Business Plan | Carinthia Group

CARINTHIA SKI LODGE PROJECT - LOANED FUNDS: $22,000,000 Carinthia Ski Lodge (aka BUILDING B) Approximately 36,000 Sq. ft.

PURPOSE AND NEED FOR THE PROJECT All quality resort facilities have a central commercial zone at their core. From this nucleus, varying amenities and recreational facilities emanate. At Mount Snow, the construction of a new approximately 36,000 square foot ski lodge at the Carinthia Base Area will serve to strengthen and expand the core at Carinthia. The new ski lodge will be a support building for day and overnight guests alike and will include food and beverage outlets, a retail and convenience store, ski rental shop, skier services, lift ticket and ski school sales, and entertainment areas for their needs. The lodge will also provide additional dining space. A restaurant seat analysis is provided below. In addition, an expanded parking lot, which corrects existing stormwater and environmental deficiencies, will be developed. The new ski lodge will be the main guest services hub for future planned extensive upscale hotel accommodations and recreational facilities which are to be built at the Carinthia Base Area as part of the MSMP. There is sufficient vacant land in the Carinthia Base Area for development and

55

Section 2 - Business Plan | Carinthia Group

construction of an appropriately sized base lodge as well as development and construction of the future accommodations. The Carinthia Base Area has undergone a significant change in the past few years. In 2008, Carinthia was designated to be a dedicated terrain park making it the largest terrain park and the only one of its kind in the Northeast. The future development of the Carinthia Base Area will enhance the overall Mount Snow resort experience. NEED FOR NEW SEATING - RESTAURANT SEAT ANALYSIS An industry standard for determining capacity at a ski area is Comfortable Carrying Capacity (CCC). CCC is defined as a level of utilization for a given resort that provides a pleasant recreational experience, without overburdening the resort infrastructure. CCC does not indicate a maximum level of visitation, but rather the number of visitors that can be “comfortably” accommodated on a daily basis. Related skier service facilities, including base lodge seating and restaurant requirements, are planned around this number. Mount Snow’s CCC is 10,370 visitors. Mount Snow Resort is serviced by three on-mountain food service facilities including one large facility, the Main Base Lodge, which includes six food service outlets. Additional food service facilities include the Sundance Base Lodge and the Summit Lodge. An inventory of the available seating was prepared from data collected on site and is presented in Table 1 below.

Building Main Base Lodge Sundance Base Lodge Summit Lodge Totals

Number of Seats

Number of Turns

3,261

2

439 200 3,900

2 2

Number of Skiers Served 6,522 878 400 7,800

Mount Snow has 3,900 indoor seats that can be used by skiers over the lunch period. The capacity of food service establishments to provide lunch and other snacks to skiers is calculated by assuming an average turnover of 2.0 skiers per seat on any given day. Based on these assumptions, the existing restaurants and food outlets at Mount Snow can accommodate up to 7,800 skiers, short of the mountain’s Comfortable Carrying Capacity (CCC) of 10,370. In line with the National Ski Areas Association Kottke National End of Season Survey, approximately 26% of skier visits to Mount Snow are snowboarders, many of whom frequent the Carinthia Base Area and its dedicated terrain parks. While some of the snowboarders use other mountain areas, a similar portion of skiers utilize the freestyle areas at Carinthia. It is estimated that Carinthia captures 22% of snowboarder and skier visits which equates to 2,281 of the CCC.

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Section 2 - Business Plan | Carinthia Group

The new Carinthia Ski Lodge will add an additional 619 seats. By assuming an average turnover of 2.0 skiers per seat, it is estimated overall that the Carinthia Ski Lodge will have a theoretic capacity to provide lunch service for 1,238 guests. This will greatly improve the overcrowding that exists in the two base lodges and summit lodge today and provide a much better resort experience.

CARINTHIA SKI LODGE (BUILDING B) PROJECT MAP

CARINTHIA SKI LODGE BUILDING SUMMARY Floor 1: 15,590 sq. ft Floor 2: 10,885 sq. ft. Floor 3: 9,600 sq. ft TOTAL: 35,875 sq. ft Note: Figures are approximate and subject to change upon actual build.

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Section 2 - Business Plan | Carinthia Group

Carinthia Ski Lodge: Floor 1

Floor 1 features a main entrance hall, retail store, convenience store, bakery, infirmary, ski lockers, bag check services, extensive restroom facilities, ski rentals, ski school and skier services, ticket sales and lift passes, freezer and cold storage, offices and mechanical room.

INTENTIONALLY LEFT BLANK

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Section 2 - Business Plan | Carinthia Group

Carinthia Ski Lodge: Floor 2

Floor 2 features a full service cafeteria with serving stations, café/coffee lounge, bar, full service kitchen and food storage facilities, 272 seats.

INTENTIONALLY LEFT BLANK

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Section 2 - Business Plan | Carinthia Group

Carinthia Ski Lodge: Floor 3

Floor 3 features a full service restaurant, bar and lounge, pizza shop, youth room for video games etc., 347 seats. INTENTIONALLY LEFT BLANK

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Section 2 - Business Plan | Carinthia Group

PERMITTING STATUS In July 2011 the Vermont Act 250 Commission issued Partial Findings of Fact for the MSMP, which approved certain aspects of the master plan project including the total number of units and the design concept. Specifically, the approval includes the development in concept of up to 150 units at Carinthia and the Carinthia Ski Lodge. State and local permits are required for construction of the Carinthia Ski Lodge. Some ancillary permit applications, such as the potable water and storm water applications, have been submitted and are currently under review. It is expected that the State Act 250 permit application and the Dover local zoning permit application will be submitted in the first quarter of 2014. The permitting process for those permits will take approximately 4-6 months. No money will be released by the Partnership for hard construction costs until the relevant permits have been secured.

SOURCE AND APPLICATION OF FUNDS The tables and narrative which follows summarize the use of loan funds by Carinthia Ski Lodge LLC and projected revenues from business operations. Highlights    

Total Project Cost $28 million $22 million loan from Carinthia Group 1 and 2 L.P. funded by subscription proceeds received from EB-5 Investors $6 million contributed by Resort Owner Projected build time: 2 years

Tables 1. Proceeds of Loan from Carinthia Group 1 and 2 L.P. funded by subscription proceeds received from EB-5 Investors 2. Projected Direct Cost Summary detail and timelines 3. Projected Income Statement: 10 years operations 4. Basis of Revenues Assumptions

INTENTIONALLY LEFT BLANK

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Section 2 - Business Plan | Carinthia Group

PROCEEDS OF LOAN FROM CARINTHIA GROUP 1 AND 2, L.P. CARINTHIA SKI LODGE LLC: LOAN DEAL PRO-FORMA SOURCE AND USE OF FUNDS See Risk Factors: Forward Looking Statements

LOAN PROCEEDS FROM CARINTHIA GROUP 1 AND 2 LP EB-5 INVESTORS

$22,000,000

USE OF FUNDS CARINTHIA SKIER LODGE & SERVICES Ski Lodge Direct Costs (See Schedule B)

$14,602,000

Ancillary Costs Project Start-up Costs, site office, equipment, admin,

$150,000

Parking Area "E" Infrastructure, Fire Hydrants, Utilities, Common Areas, Access roads, Landscaping

$1,919,707

Sub-total

$2,069,707

Arch & Eng, Design, Engineering

$2,117,175

Sub-total Ancilliary Items

$4,186,882

TOTAL BUILD COST

$18,788,882

Management Fees & Supervision

15%

SUB-TOTAL

$2,818,332 $21,607,214

Misc. General Administration Expenses

$392,786

TOTAL EXPENDITURES OF FUNDS FROM PARTNERSHIP

$22,000,000

MOUNT SNOW CONTRIBUTION (PROVISIONAL) LAND AND RELATED GROUNDWORKS COSTS

$500,000

Promoter Project Project Costs

$2,000,000

Resort Impacts

$3,500,000

SUB-TOTAL

$6,000,000 $28,000,000

TOTAL ESTIMATED PROJECT COST Data provided by Mount Snow

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PROJECTED DIRECT COST SUMMARY Schedule B

S e e Risk Fa c tors: Forwa rd Looking S ta te me nts

Carinthia Ski Lodge also known as Building "B" on plans, is a three-story skier services building that includes locker rooms, restrooms, ski rental area, ticketing area, infirmary, two levels of dining, two levels of lounges, servery, youth dining area, kitchen and bakery facilities, retail, convenience store and an exterior deck facing ski slopes.

Carinthia Ski Lodge Project - Build size approx. 36,000 sq. ft. Estimated Projected New Cost DEW of Burlington, VT : Main Contractor

Year 1

Year 2

Year 1

Year 2

%

%

$

$

Initial Set up Costs, etc.

100%

0% $

-

80%

20% $

662,838

Foundations

90%

10% $

-

Core & Shell

20%

80% $

-

Building Weathertight

0%

100% $

-

Walkways Exterior works, etc.

0%

100% $

-

Fit-up

0%

100% $

-

$

-

Building Sitework

$828,547

Contingency Subtotal

$

9,142,707.00

Subtotal

$

9,971,254.00

22%

$

165,709

78% $

2,011,395.54

$

7,131,311.46

$

2,674,233.54

$

7,297,020.46

100% $

-

$

595,968

$

331,520

Upgraded Design and Buildouts

595,968

Sewer Hookup fees and related costs

331,520

Water Storage, build and infrastructure related costs

757,500

50%

50% $

378,750

$

378,750

Electrical Transformers upgrade and relocation and related costs

853,660

50%

50% $

426,830

$

426,830

0%

100%

Lighting (walkways, fire lanes, etc.)

1,155,000

$

1,155,000

Fixtures & Equipment & Supplies

536,175

0%

100%

$

536,175

Office Equipmt, Phone, Networks, Terminals and related items

400,500

0%

100%

$

400,500

Contingency

$

423

GC Subtotal

$

4,630,746

423

100% $

805,580

$

3,825,166

GRAND T OT AL

$

14,602,000.12

$

3,479,813.54

$

11,122,186.58

INTENTIONALLY LEFT BLANK

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PROJECTED INCOME STATEMENT: CARINTHIA SKI LODGE, LLC CARINT HIA SKI LODGE, LLC, 36,000 approx. sq. ft. FUNDED BY EB-5 LOAN FUNDS $22,000,000 P RO JECTED S TATEMENT O F INCO ME FRO M O P ERATIO NS UP O N BUILD CO MP LETIO N AND O CCUP ANCY S e e Risk Fa c tors: Forwa rd Looking S ta te me nts

Assumptions: See Schedule A Year 1

Year 2

Year 3

Year 4

Year 5

Gross Revenues Restaurant & Bars Events & Banquets Sub-total Food and Beverage Rental & Convenience Store Ski Rentals and Service Ski Passes and Tickets

1,776,696 500,000 2,276,696 552,345 257,559 1,890,000

1,829,997 515,000 2,344,997 568,915 265,286 1,984,500

1,884,897 530,450 2,415,347 585,983 273,244 2,123,415

1,941,444 546,364 2,487,807 673,880 314,231 2,441,927

1,999,687 562,754 2,562,441 694,097 323,658 2,515,185

Total Sales

4,976,600

5,163,698

5,397,989

5,917,846

6,095,381

674,759 375,595 38,634 18,900 1,043,343

695,002 386,863 39,793 19,845 1,074,643

715,852 398,469 40,987 21,234 1,106,883

737,327 458,239 47,135 24,419 1,217,571

759,447 471,986 48,549 25,152 1,254,098

Cost of Goods Food & Beverage Rental & Convenience Store Ski Rentals and Service Ski Passes and Tickets Labor Cost of Sales Gross Profit

2,151,231

2,216,146

2,283,424

2,484,691

2,559,232

2,825,369

2,947,552

3,114,565

3,433,154

3,536,149

50,000 22,767 3,600 124,415 5,000 24,000 56,507 24,000 48,000 35,100 45,000 12,000 120,000 15,000 18,000 75,000 45,000 72,000 90,909 15,000 746,490

50,000 23,450 3,600 129,092 5,000 24,720 58,202 24,000 48,000 35,100 45,000 12,000 123,600 15,000 18,000 75,000 45,000 72,000 93,636 15,000 774,555

50,000 24,154 3,600 134,950 5,000 25,462 59,948 24,000 48,000 35,100 45,000 12,000 127,308 15,000 18,000 75,000 45,000 72,000 96,445 15,000 809,698

75,000 24,878 3,600 147,946 5,000 26,225 61,747 30,000 60,000 42,120 45,000 15,000 131,127 15,000 24,000 84,000 45,000 72,000 99,339 15,000 887,677

75,000 25,624 3,600 152,384 5,000 27,012 63,599 30,000 60,000 42,120 45,000 15,000 135,061 15,000 24,000 96,000 45,000 72,000 102,319 15,000 914,307

Total Expenses

1,647,788 33.11%

1,689,955 32.73%

1,740,665 32.25%

1,909,659 32.27%

1,963,027 32.21%

Net Operating Income before Interest

1,177,581

1,257,597

1,373,900

1,523,496

1,573,122

Expenses Advertising Brochures Bank Charges Credit Card Charges Licenses & Permits Equipment rental Repairs & Maint. General Supplies Office Expenses Uniforms & Laundry Utilities Phone Power and Propane Internet Services Printing and Postage Marketing Insurance Property Taxes Admin Salaries Travel & Entertain. Management Fees 15%

Loan Interest

220,000

220,000

220,000

220,000

220,000

Net Income before Taxes & Depn.

957,581 19.24%

1,037,597 20.09%

1,153,900 21.38%

1,303,496 22.03%

1,353,122 22.20%

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PROJECTED INCOME STATEMENT SCHEDULE A – ASSUMPTIONS AND BASIS OF DATA 

Employee average wage is based upon an average wage rate of $11 per hour, 35 hour week, plus employer contributions and benefits.



Expenses fixed and variable are based upon extracts and proration of date from Mount Snow resort operations over past 3 seasons (2009-10, 2010-11, 2011-12)



During years 1 through 3 of operations, revenues are projected to increase along with Consumer Price Index and resort enhancement factors to a stabilized growth pattern. Year 4 contemplates increased revenues arising from planned new hotel residential development in the Carinthia Base Area.



Other assumptions are derived from the table below. (Also see Restaurant Seat Analysis above.)

Schedule A

See R isk F act o r s: F o r war d Lo o ki ng St at ement s

CARINT HIA SKI LODGE, LLC Building Size, Occupancies and Operator's assumptions based upon comparable operations elsewhere at Mount Snow Resort

Net Bu ild in g Area S ales/S F Ground Floor

S F or seats

Reven u e

Assu m p tion s

15,490 Retail

300

1630

Convenience

123

515

$489,000 Sales/SF based on Backside $63,345 Sales/SF based on food products only at GS Deli Based on units x 4/unit x 121 days x 51% occupancy (taken from previous calcs) x 7% rentals (based on clocktower rentals) x $40 per rental plus day skier rentals calculated by 50 we/holidays x 4000 skier visits x 20% $232,559 at Carinthia (based on car counts + 4%) x 3% rentals x $30

Rentals Ski Services

$25,000 50 days x 5/day x $100

Vending

$10,000 AT Ms, games, lockers

T ticket Sales Middle Floor

$1,890,000 Increase of 20% over 2010-11 sales at Carinthia Area T errain Park 10,885

Cafeteria

$859,196 Car. Revenue x increase in seats x 25%

Bar

$75,000

Café

$100,000

Upper Floor

9,600 Rest. Lunch

$248,000 124 seats x 2 turns x 50 days x $20 check

Rest. Dinner

$279,000 124 seats x 1.5 turns x 50 days x $30 check

Bar Summer

$205,500 137 seats x 2 turns x 50 days x $15 check 1,273

Banquets, special events

$500,000

Entrance Areas T OT AL

37,248

$4,976,600

Data p rovid ed b y M ou n t S n ow

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END OF CARINTHIA SKI LODGE SECTION

MOUNT SNOW LOCATION Mount Snow is a premier four season resort located in the Green Mountains of southern Vermont in West Dover. Mount Snow is the closest major resort to eastern metropolitan centers, just 4½ hours from New York City and 2½ hours or less from Boston, Hartford and Albany. In fact, Mount Snow is located within 4 hours drive of over 30 million people. HISTORY Although Carinthia Group 1 and 2, L.P. West Lake Water Project, LLC and Carinthia Ski Lodge, LLC are newly formed entities, Mount Snow Resort has been a successful, largely winter resort for almost 60 years and is one of the leading ski resorts in eastern North America. The history of Mount Snow is a long and storied one. Founded in 1954 by ski visionary Walter Schoenknecht (who was inducted into the Ski Hall of Fame), Mount Snow has always been at the forefront of the industry. In the late 1950s, long before it became common, Mount Snow was the first eastern resort to feature a heated outdoor swimming pool open year-round and an indoor skating rink. In 1964, Mount Snow installed the first skis-on gondola. Mount Snow was also one of the early resorts to install snowmaking on its trails. Snow Lake, located at the base of the mountain, was dug out and not only stored water for snowmaking, but was used for summer recreation. Snow Lake Lodge was built on the edge of the lake offering winter and summer accommodations. During the period from 1970-1990, Mount Snow expanded its trail network through the development of the Sunbrook Area on the back side of the mountain and the acquisition of neighboring Carinthia Ski Area. Snowmaking increased from 7% to 78% of the mountain. The 1990s saw a flurry of activity. Mount Snow opened Un Blanco Gulch, the first snowboard park in the East. The 200-room Grand Summit Resort Hotel and Conference Center was built, offering ski-on ski-off accommodations and conference facilities for up to 875 guests. More than $5 million was invested in the Discovery Center, a new facility designed to introduce beginners to skiing and snowboarding. 66

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In 2007 Mount Snow was purchased by Peak Resorts Inc. Peak Resorts has invested significant capital into the resort, including the installation of energy efficient snowmaking fan guns, the largest fleet of high-tech fan guns in North America. In 2008, all of Carinthia was converted to terrain parks, the most freestyle terrain in the East. Carinthia Park received the 2012 Visitors Choice awards from onthesnow.com for the best park and pipe in the Northeast. It was recently voted the top terrain park on the East coast in both Transworld Snowboarding and SKI magazines for the 2013-14 season, and Freeskier magazine selected it as one of the top ten terrain parks in North America. Over the past decade Mount Snow has hosted numerous national and international events and competitions attracting many tens of thousands of competitors and spectators. Major competitions include events such as the ESPN Winter X Games and Dew Tour, which in 2009 drew a signature pro field including Olympic gold medalists Shaun White, Hannah Teter, and Mount Snow’s own Kelly Clark. Additionally Mount Snow has hosted the USA cycling mountain bike national championships and the New England “Tough Mudder” adventure challenge series. Today Mount Snow continues to be a leader in the resort industry. The resort covers an area of 2,451 acres (over 3 square miles) spread over four mountain areas and welcomes on average 430,000 winter guests each year. In addition to skiing and snowboarding, winter activities at the resort include snow tubing, snowshoeing and snowmobile tours. Cross-country skiing and sleigh rides are offered nearby. The Grand Summit Hotel features a full-service spa, restaurant and bar open to the public. Summer activities include mountain and road biking, golf at the 18-hole Mount Snow Golf Club, hiking, fishing and a full schedule of festivals and events. Mount Snow’s year-round conference and banquet facilities cater to groups, conferences and wedding parties looking to get away to a mountain resort setting. Mount Snow’s commitment is to provide the best experience possible for their guests and visitors by investing into the resort each year in capital improvements and state of the art technology. The resort will continue to develop as a year-round, all-season destination so that economic viability is strengthened and job creation throughout the region prospers from this 4season economic structure. While the winter ski product remains Mount Snow’s primary focus,

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spring, summer and fall events and conferences will continue to be an important business function. MARKET REVIEW The momentum that Mount Snow is creating is in large part due to the fact that Mount Snow has been true to their brand and has a good understanding of their core market and how to reach them. Mount Snow’s location in southern Vermont puts the resort within an easy drive from more than 30 million people. Based on the latest surveys, the largest percentage (41%) of Mount Snow’s guests come from the New York City metropolitan area, which consists of the largest city in the U.S. (New York City); counties comprising Long Island and the lower Hudson Valley in New York State; the six largest cities in New Jersey; and six of the seven largest cities in Connecticut including Fairfield County. The Boston and New Haven/Hartford areas each draw 15%. Mount Snow guests are affluent, with 59% having household incomes of greater than $100,000, and of those, 14% have incomes of greater than $250,000. Most of Mount Snow’s guests (75%) are overnight visitors. On average, they spend 3.3 nights in the area, although during holiday periods they come for longer stays. Almost half of Mount Snow’s guests are here with their families. Many are multi-generational, having come with their parents when they were children, they now are returning with their own children. Mount Snow’s strengths allow it to capitalize on its core market. Those strengths include proximity to the market, which is especially beneficial in a weak economy; superior snowmaking and grooming; variety of terrain for all ability levels; strong reputation for parks and pipes; exceptional children’s programs; strong après-ski music scene; respect for ownership; large capital investments in lifts and snowmaking; and customer loyalty. These attributes all contribute to the Mount Snow brand and make Mount Snow one of the most popular resorts in the East.

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MARKETING STRATEGIES Mount Snow’s marketing plan incorporates a variety of outlets ranging from the traditional to the latest in social media. More traditional marketing includes print advertising, radio and TV advertising, outdoor billboards and direct mail. Mount Snow is also promoted extensively on the

Grand Summit Hotel and Conference Center, Mount Snow

internet though on-line advertising, web banners, travel sites such as travelzoo and expedia. Mount Snow’s own extensive interactive web site (mountsnow.com) allows guests to book lift tickets, ski lessons and lodging directly on-line. Marketing through social media includes the use of Facebook, Twitter, YouTube, Foursquare, Instagram, Vimeo and Google+. The group sales department has marketing programs in place directed at attracting groups such as religious organizations, social clubs, corporate entities, schools, civic organizations and military personnel. Mount Snow believes that these group discounts encourage new participants to try snow sports. Sales strategies include attending travel shows and expositions and working with travel wholesalers. Mount Snow also maximizes awareness through special events and promotions at ski shops and restaurants in southern New England and New York. TV and radio media are invited to cover special events and broadcast live from the resort. Past TV broadcasts have included the ESPN Winter X Games and the DEW Winter Tour, bringing Mount Snow into the homes of millions of viewers.

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COMPETITION Mount Snow’s competition comes primarily from other ski resorts in southern and central Vermont, namely Stratton and Okemo. All three resorts have good snowmaking systems, although Mount Snow has a competitive advantage because by using fan gun technology snowmaking is more efficient and productive during marginal temperatures. Stratton and especially Okemo, because of their location slightly north, sometimes get more snow than Mount Snow. All three mountains are similar in size. Stratton and Okemo have extensive on-mountain accommodations while Mount Snow’s are limited. On the other hand, because of Mount Snow’s location near two Vermont villages, Mount Snow visitors have many more choices when it comes to restaurants and shopping.

West Dover Village at Mount Snow

From a pricing standpoint, Stratton is the most expensive of the three resorts to visit and it is expected they will remain so followed by Okemo, who have a similar though slightly lower pricing structure. Mount Snow’s pricing is similar to but more

competitive than that of Okemo. In summary, Okemo has a positive reputation, a strong family market, has built a strong reputation for snowmaking/grooming, yet lacks personality. Stratton charges a premium, has moderate crowds, and is perceived as being pricey and a bit pretentious. REVENUE The bulk of Mount Snow’s revenue (79%) comes from Resort Operations, defined as revenue from skier services and mountain operations. The second highest contributor to revenue is lodging, which is revenue from lodging and conference facilities. Resort operations and lodging revenue combined make up 96% of Mount Snow’s total revenue. The remainder of revenue comes from golf operations and real estate sales commissions. From 2008 to 2013, Mount Snow’s total revenue grew 14.3%.

RESORT OPERATIONS REVENUE Season pass and lift ticket sales make up the majority of Mount Snow’s resort revenues. Of Mount Snow’s total resort revenue, 58% comes from ticket or season pass sales and of that, 70

Section 2 - Business Plan | Carinthia Group

27% is from season pass sales. Season pass sales are an important revenue stream because they represent loyal Mount Snow customers who commit prior to the start of the ski season. From 2007 to 2013, pass and ticket revenues have increased 11.4%. The remainder of Mount Snow resort revenue comes from skier services. The table below shows the percentage of resort revenue and growth from 2008 to 2013 for Mount Snow’s highest resort revenue contributors.

RESORT OPERATIONS REVENUE  Lift Ticket and Season Pass  Food and Beverage  Ski School and Competitions  Retail  Rental Equipment and Repair  Total Resort Operations Revenue 

% of Total  Resort  Revenue  58%  14%  12%  9%  4%    

Increase in revenues  from 2008 to 2011  11%  30%  28%  12%  8%  16% 

SEASONALITY Ski resort operations are highly seasonal in nature. Mount Snow’s typical ski season begins in mid-November and runs through early April. In an effort to partially counterbalance the concentration of revenue during the winter months, Mount Snow offers non-ski attractions, such as golf, scenic lift rides, hiking and mountain biking, but these activities do not comprise a substantial portion of annual revenues. Important Note: Market data and certain industry forecasts used herein were obtained from Mount Snow and Peak Resort internal surveys, market research, and publicly available information and industry publications. While Mount Snow and Peak Resorts believe that the market research, publicly available information and industry publications they use are reliable, they have not independently verified market and industry data from third-party sources. Moreover, while Mount Snow and Peak Resorts believe their internal surveys are reliable, they have not been verified by any independent source.

INTENTIONALLY LEFT BLANK

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MOUNT SNOW RESORT MANAGEMENT TEAM

PEAK RESORTS MANAGEMENT TEAM

INTENTIONALLY LEFT BLANK

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THE SKI INDUSTRY The United States ski market represented approximately 56.9 million skier visits in the 2012/2013 ski season, the largest year-over-year percentage gain (up 11.7%) and absolute gain (up 5.9 million) in 30 years. The National Ski Areas Association Kottke National End of Season Survey reported that there were 478 ski areas operating during the 2012/2013 ski season in the United States. Given the consistency and strength of annual skier visits over a substantial time period and the recovering economy, Peak Resorts believe that participation will remain strong in the coming seasons. As noted above, an important measure of ski resort industry performance is the skier visit. The United States achieved approximately 56.90 million skier visits during the 2012/2013 ski season. The three years with the highest number of skier visits in the United States have occurred in the past six completed ski seasons. The Northeast region increased 21.0% over the previous year, and exceeded its 10-season average. The chart below illustrates the number of skier visits to U.S. ski resorts, industry-wide, during the past ten completed ski seasons.

Skiers in millions

Total U.S. Ski Resort Visits (millions)

57.1

60.5

58.9

59.8

60.5

57.4

56.9

56.9

55.1 51.0

03/04

04/05

05/06

06/07

07/08

08/09

09/10

INTENTIONALLY LEFT BLANK

73

10/11

11/12

12/13

Average 57.4

Section 2 - Business Plan | Carinthia Group

The following chart shows the aggregate number of skier visits to Peak Resorts 13 ski areas during the past seven completed ski seasons. Mount Snow is the largest of these resorts, with some 430,000 annual average skier visits.

Skiers in Millions

Peak Resorts Total Skier Visits (millions) 1.63

1.54

1.67

1.75

1.35

06/07

1.69 1.35

07/08

08/09

09/10

10/11

11/12

Average 1.57

12/13

The Kottke National End of Season Survey also reported that, similar to the prior three seasons, snowboarders make up 29.5% of overall skier visits nationally and approximately 26% of overall skier visits in the Northeast. The ski industry divides ski areas into three distinct categories: overnight fly destination ski areas, overnight drive ski areas and day ski areas. Overnight fly destination ski areas are defined as ski areas which primarily serve skiers who fly or drive considerable distances and stay for multiple nights. Overnight drive ski areas are ski areas which primarily serve skiers from the regional drive market who stay overnight. Day ski areas are those ski areas at which overnight, dining and after-ski facilities are limited, since the areas primarily serve a day skier market. Overnight fly destination ski areas are generally situated in or amidst major mountainous areas and are typically large facilities. These resorts depend, in large part, on long-distance travel by their visitors and on the development of adjacent real estate for housing, hospitality and retail uses. Day ski areas are smaller in size and usually located near metropolitan areas. As an owner and operator of primarily day ski areas and overnight drive ski areas, Peak Resorts and Mount Snow focus on selling lift tickets, renting ski equipment, selling ski lessons, selling convenienceoriented food and beverages and capitalizing on the convenience they provide to the targeted local market. Peak Resorts and Mount Snow believe that their resorts target a wide cross-section of the skiing public, from beginners who are skiing for the first time to intermediate and advanced skiers who are honing their skills. The sale of lift tickets comprises a large portion of the ski industry revenues. As such, another important measurement of the ski industry’s profitability is the average ticket yield, which is the 74

Section 2 - Business Plan | Carinthia Group

ratio of total ticket and season pass revenue to total skier visits. The pricing for various lift ticket products is such that single-day or multi-day tickets, which are typically purchased for a holiday or weekend of skiing, generate a higher average ticket yield than season passes or discounted frequency cards.

Average Ticket Yield

From the 2005/2006 ski season to 2012/2013 ski season, the average ticket yield of ski resorts in the United States has increased at a compound annual growth rate of 3.7%. Ski resorts in the United States had an average ticket yield of $42.06 during the 2012/2013 ski season, the highest within the past eight ski seasons despite the impact of the global economic downturn.

Average Ticket Yield of U.S. Ski Resorts  $31.55 

$34.52 

$36.79 

$37.15 

$37.54 

$37.73 

$40.88 

$42.06 

05/06

06/07

07/08

08/09

09/10

10/11

11/12

12/13

Average Ticket Yield

The average ticket yield of Peak Resorts 13 ski resorts combined has increased at a compound annual growth rate of 2.15% from the 2005/2006 ski season to the 2012/2013 ski season.

Peak Resorts Average Ticket Yield $25.22 

$27.46 

$26.38 

$28.16 

$27.82 

$29.07 

$30.41 

$29.91 

05/06

06/07

07/08

08/09

09/10

10/11

11/12

12/13

The ski industry statistics stated in the foregoing sections have been derived from data published by the Kottke National End of Season Survey 2012/2013 and other industry publications, including those of the National Ski Areas Association.

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PEAK RESORTS PEAK RESORTS INC. AND ITS SUBSIDIARY MOUNT SNOW Policy and decision making for Mount Snow is handled at group level by the board of Peak Resorts, Inc. The following information is provided to explain and inform interested parties of group polices strategy and data which may pertain to Mount Snow Ltd.

BUSINESS AND FINANCIAL OVERVIEW Peak Resorts is a leader and innovator in the ski industry with 13 ski resorts throughout the United States. Their resorts, located in geographically diverse areas, appeal to a wide range of visitors. All of Peak Resort’s properties employ snowmaking capability on a majority of their terrain, and all offer terrain parks for snowboarding and other alternative snow sports in addition to skiing. Through both organic growth and acquisitions, Peak Resorts believes that it has created an efficient, focused and highly profitable operation. In the past eight ski seasons, Peak Resorts revenues have grown approximately 211%, from $32,045,000 for the fiscal year ended March 31, 2006 to $99,688,500 for the fiscal year ended April 30, 2013. One of the primary ski industry statistics for measuring performance is a “skier visit,” which represents a person utilizing a ticket or pass to access a mountain resort for any part of one day and includes both paid and complimentary access. During the 2012/2013 ski season, total skier visits for all of the United States ski areas were approximately 59.6 million. Combined, Peak Resorts ski areas had approximately 1.3 million skier visits in the 2010/2011 ski season and approximately 1.7 million skier visits in the 2012/2013 ski season, which Peak Resorts believe put them among the top U.S. companies in terms of number of skier visits during these ski seasons. Peak Resorts is also a recognized leader within the alternative snow sports industry. To compensate for the steady decline in baby boom skiers, who are traditionally downhill skiers, the ski industry began to shift its focus to snowboarding and snow tubing during the 1990s in order to attract the younger skier population. This trend is easier for day and overnight drive ski areas to incorporate and is more likely to interest a novice participant who may be more likely to visit these ski areas than an overnight fly destination ski area. Because of Peak Resorts snowmaking abilities, they have been able to create terrain parks with rails, jumps and pipes and other snow sport amenities that have won them industry recognition. Transworld Snowboarding magazine named both Mount Snow’s Carinthia terrain park and Big Boulder’s terrain park in the top five east coast parks for 2011, and for the second consecutive year, Mad River was named “Favorite Terrain Park” in the Midwestern region by the visitors of OnTheSnow.com.

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AUDITED ACCOUNTS FINANCIAL STATEMENTS Consolidated Audited Financial Statements for Peak Resorts, Inc. and its subsidiaries for the fiscal years ended April 30, 2010, 2011, 2012 and 2013 together with the Independent Auditor’s Report are available to prospective investors upon request.

OPERATIONAL GOALS AND STRATEGY Peak Resorts operational goals include providing a quality ski experience for both traditional and alternative snow sports and maintaining maximum snowmaking capability to increase operable business days. Peak Resorts, like other operators of day ski areas and overnight drive ski areas, has a high fixed cost basis, attributable to snowmaking, human resource costs, equipment operation, maintenance and repairs. Therefore, increasing skier visits and increasing revenues per skier visit has a substantial impact on revenues. Adverse weather patterns are one of the core challenges faced by the entire industry. Peak Resorts anticipates this challenge and employs snowmaking systems that provide snowmaking capability on substantially all skiable areas. This makes the Peak Resorts ski areas less reliant on natural snowfall, which enables them to open earlier in the season, increasing the length of the ski season that is already relatively short. Snowmaking also gives the Peak Resorts ski areas a competitive advantage during the season, especially when natural snowfall is below average. The impact that snowmaking has on the ski experience is significant. Peak Resorts commitment to snowmaking excellence is an important component in developing their brand and ongoing market reputation. Peak Resorts has invested substantial amounts of money, and continues to invest in Mount Snow to adopt what they believe to be the most efficient snowmaking system available. Peak Resorts believe that their snowmaking system provides them with a competitive advantage over other ski area operators. Additionally, Peak Resorts is focused on reducing costs and energy usage. The snowmaking technology employed at its resorts not only provides stateof-the-art snowmaking, but the technology is extremely efficient, resulting in reduced energy costs at its resorts. In addition to snowmaking, Peak Resorts is also continually improving existing facilities and equipment at their ski areas.

MANAGEMENT TEAM The general partner of the Partnership is Mount Snow GP Services, LLC. The sole member of the general partner is Mount Snow Ltd. and the manager is Richard Deutsch. All authority,

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Section 2 - Business Plan | Carinthia Group

responsibilities and duties of the general partner are more fully described in the limited partnership agreement. Mount Snow Ltd. is a wholly owned subsidiary of Peak Resorts. Ultimate control, corporate decisions strategy, financial control and operational direction devolves from the Directors and management of Peak Resorts. As such the Directors of Peak Resorts are referenced hereunder together followed by the management structure and organization of the subsidiary Mount Snow Ltd. The term "Company" in the narrative below refers to Peak Resorts. Timothy D. Boyd is the Chief Executive Officer, President and Chairman of the Board of the Company, and has served in these specific roles since Peak Resorts, Inc. was founded in 1997 as the holding company for ski areas that Mr. Boyd developed beginning in 1982. In 1982 and 1985, he developed the Hidden Valley ski area in St. Louis, Missouri and the Snow Creek ski area in Kansas City, Missouri, respectively, which are now owned by the Company. Mr. Boyd has extensive experience in the operation of day ski areas and overnight drive ski areas, as well as snowmaking. The board believes that this experience and his positions of Chief Executive Officer and President provide him with intimate knowledge of the Company’s day-to-day operations, business and competitive environment, as well as the Company’s opportunities, challenges and risks. Mr. Boyd graduated from the University of Missouri with a Bachelor of Science degree in Education and Economics. Stephen J. Mueller serves as the Company’s Chief Financial Officer, Vice President, Secretary and Director and has held these positions since 2001. In these positions, Mr. Mueller serves as the Company’s principal financial officer and is responsible for all group financial and accounting aspects of the operations. Prior to joining the Company, Mr. Mueller was a shareholder with a firm of certified public accountants that he founded in 1991. He has also served as a partner at Touche Ross & Co. (now Deloitte & Touche LLP) and as Chief Financial Officer of an environmental services firm. While in public accounting, Mr. Mueller served a wide variety of clients in construction, service and recreation activities. Mr. Mueller received a Bachelor of Science degree in Accounting from St. Louis University. The board selected Mr. Mueller because of his experience in finance and accounting, as well as for his in-depth knowledge of the Company. Richard Deutsch is the Company’s Vice President, (and based at Mount Snow Resort) Business and Real Estate Development and a Director. He has served in these positions for over ten years. As the Vice President — Business and Real Estate Development, Mr. Deutsch is responsible for developing the Company’s growth strategy, along with Messrs. Boyd and Mueller, and identifying and evaluating acquisition targets and other potential growth opportunities. The board believes that Mr. Deutsch’s successful acquisition experience in the ski industry and his understanding of the Company’s operations will be valuable in executing the Company’s growth strategy.

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Section 2 - Business Plan | Carinthia Group

APPENDIX MASTER PLAN FINDINGS OF FACT U.S. FOREST SERVICE MASTER PLAN ACCEPTANCE LETTER U.S. FOREST SERVICE NOTICE OF DECISION FOR WEST LAKE

79

STATE OF VERMONT NATURAL RESOURCES BOARD DISTRICT ENVIRONMENTAL COMMISSION #2 RE: Mount Snow Ltd. Attn: Laurie Newton P.O. Box 2810 West Dover, VT 05356

I.

Application #2W1281 PARTIAL FINDINGS OF FACT AND CONCLUSIONS OF LAW AND ORDER 10 V.S.A., §§ 6001 - 6092

INTRODUCTION

On October 29, 2010, Mount Snow Ltd. filed Application #2W1281 for partial findings under Act 250 for a project described as the Mount Snow Master Plan. The Master Plan encompasses the redevelopment of Mount Snow’s base areas; projects at the Golf Course and Howe Farm to include a total of 900 residential units, 200,000 square feet of skier services, and on-mountain improvements, including additional snowmaking and new/replacement lifts. The Master Plan also includes a number of restoration and remediation components, including the restoration of the North Branch of the Deerfield River (North Branch) and the Base Lodge tributary, as well as the implementation of stormwater-related improvements. The project is located at Mount Snow Ltd properties in Dover, Wilmington and Somerset. Under Act 250, projects are reviewed based on the 10 criteria of 10 V.S.A. § 6086(a) (1)-(10). Before granting a permit, the District Environmental Commission (the Commission) must find that the project complies with these criteria and is not detrimental to the public health, safety or general welfare. The Master Plan application is a request for partial findings based on the conceptual nature of proposed project elements as presented in the application. Before the Commission can grant a permit to construct, it must be able to make affirmative findings under all of the criteria for those aspects of the project seeking construction approval. The current Master Plan application does not include a request for affirmative findings under all criteria to construct any particular phase of the Master Plan project as there are no individual projects ready to commence. Each construction project will require a separate application and the Applicant will need to demonstrate conformance with criteria which were not granted affirmative findings in this decision. The Commission’s review is pursuant to Act 250 Rule 21 and the Environmental “Master Permit Policy and Procedure for Partial Findings of Fact”, adopted on February 25, 1998, Amended on March 29, 2000 (the Policy). Pursuant to the Policy, the Commission cannot issue a “master construction permit,” but will, instead, issue findings to guide the Applicant as it proceeds with implementation of the Master Plan. The Applicant will file applications for individual phases of the project. In order to obtain a permit for an individual phase, the Applicant must provide additional information, which will enable the Commission to issue affirmative findings on all criteria. The Commission emphasizes that these findings reflect only the information

Partial Findings of Fact and Conclusions of Law and Order #2W1281 Page 64 VII.

ORDER

The Commission's Partial Findings of Fact described above shall remain in effect for a period of ten (10) years from the date of this decision. Prior to the submission of subsequent applications to construct discrete components of the Master Plan project, the Applicant shall produce additional evidence as outlined herein. Dated at Springfield, Vermont on July 1, 2011.

By:________________________________ Michael Bernhardt, Chair District #2 Environmental Commission Natural Resources Board Commissioners participating in this decision: Leslie Hanafin Cota Stephan Morse

Any party may file a Motion to Alter with the District Environmental Commission within 15 days from the date of this decision, pursuant to Act 250 Rule 31(A). Any appeal of this decision must be filed with the Superior Court, Environmental Division, within 30 days of the date the decision was issued, pursuant to 10 V.S.A. Chapter 220. The Notice of Appeal must comply with the Vermont Rules for Environmental Court Proceedings (VRECP). The appellant must file with the Notice of Appeal, the entry fee required by 32 V.S.A. § 1431 and the 5% surcharge required by 32 V.S.A. § 1434(a), which is $262.50 as of Jan. 2011. The appellant must also serve a copy of the Notice of Appeal on the Natural Resources Board, National Life Records Center Building, Montpelier, VT 05620-3201, and on other parties in accordance with Rule 5(b)(4)(B) of the Vermont Rules for Environmental Court Proceedings. Decisions on minor applications may be appealed only if a hearing was held by the District Environmental Commission. Please note that there are certain limitations on the right to appeal. See 10 V.S.A. § 85404(k). For additional information on filing appeals, see the Court’s website at: http://www.vermontjudiciary.org/GTC/environmental/default.aspx or call 802-828-1660. The Court’s mailing address is: Superior Court, Environmental Division, 2418 Airport Rd, Suite 1, Barre, VT 05641-8701.

United States Department of Agriculture

Decision Notice and Finding of No Significant Impact

Forest Service Eastern Region

Mount Snow Resort Snowmaking Project

October 2010

Manchester Ranger District, Green Mountain National Forest Towns of Dover and Somerset, Windham County, Vermont

(formerly West Lake Project)

Responsible Official: Colleen Madrid, Forest Supervisor Green Mountain National Forest

For Information Contact: Susan Mathison Winter Sports Team Leader White Mountain National Forest Supervisor’s Office, Forest Headquarters 71 White Mountain Drive Campton, NH 03223 Phone: 603 536-6245 Email address: [email protected]

Section 3 The Limited Partnership Agreements 56

CARINTHIA GROUP 1, L.P.

LIMITED PARTNERSHIP AGREEMENT

December 13, 2013

THE PARTNERSHIP INTERESTS (THE “SECURITIES”) OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. ADDITIONAL RESTRICTIONS ON TRANSFER OF THE

PARTNERSHIP INTERESTS OR INTERESTS THEREIN ARE SET FORTH IN THIS AGREEMENT.

CARINTHIA GROUP 1, L.P. LIMITED PARTNERSHIP AGREEMENT

This Limited Partnership Agreement, dated as of December 13, 2013, is entered into between and among Mount Snow GP Services, LLC, a Vermont limited liability company, as the General Partner, AND Douglas Hauer as the Initial Limited Partner, and the additional persons listed Exhibit A hereto who have taken such steps as are set forth in and required by the Offering Memorandum and Subscription Agreement, who have joined herein and agreed to be bound hereby, and who have been admitted as Limited Partners to the Partnership by the General Partner, as Limited Partners. PREAMBLE The Partnership – 

was formed under the name CARINTHIA GROUP 1, L.P. pursuant to a Certificate of Limited Partnership filed in the office of the Secretary of State, State of Vermont on or about December 13, 2013, and is being organized under this Limited Partnership Agreement.



was formed to undertake certain lending transactions to facilitate development Projects and to stimulate economic activity and create full-time jobs, all as more fully described in the attached Exhibit B. AGREEMENTS

Therefore, with the intent to be legally bound, the parties agree that, from and after the date of this Agreement, the affairs of the Partnership shall be governed by, and its business shall be conducted in accordance with, the following terms and provisions: Section 1. Certain Definitions. Except as the context may otherwise require, when used in this Agreement, terms in capitalized form shall have the meanings ascribed to them in the attached Appendix I. Section 2.

Name, Organization, Limited Liability, Office and Agent.

(a)

As stated in its Certificate, the name of the Partnership is: CARINTHIA GROUP 1, L.P.

The Partnership may conduct business under any other name selected by the General Partner. (b) To the fullest extent permitted by law, the internal affairs of the Partnership shall be governed by, and its business shall be conducted in accordance with, this Agreement.

(c) To the fullest extent allowed by law, each Limited Partner will be protected and immune from personal liability for any and all debts, obligations and liabilities of the Partnership, or chargeable to the Partnership, and for the acts of any other Partner, employee or agent of the Partnership. (d) The street address and mailing address of the Partnership’s office in which shall be located the records required to be maintained by Section 3405 of the Act shall be 89 Grand Summit Way, West Dover, VT 05356. The General Partner may designate a different address of the Partnership’s office by amending the Certificate in accordance with the Act. (e) The name and address of the Partnership’s initial registered agent in Vermont are Thomas J. Montemagni, Esq., P.O. Box 2805, 39 Mount Snow Road, West Dover, Vermont 05356. The General Partner may designate a different name and address of its registered agent by amending the Certificate in accordance with the Act. Section 3. (a)

Purposes and Powers of the Partnership. The Partnership is organized for the purposes of ---

(i) assisting not more than 98 Alien Entrepreneurs make qualifying (socalled “at risk”) investments in a commercial enterprise which, though not restricted to such investments, that is intended to meet the requirements of Section 203(b)(5)(A)-(D) of the IN Act, thus making such Alien Investors eligible for the immigration benefits available under the EB-5 Immigrant Investor Program; (ii) using its reasonable efforts, assisting independent legal counsel acting for EB-5 Investors with the filing of each of the Alien Entrepreneur’s required petitions under the EB-5 Immigrant Investor Program with the USCIS; (iii) as noted in the Preamble, entering into the lending arrangements in respect of the Projects all as further described and defined in the attached Exhibit B and the Offering Memorandum, and otherwise carrying out the purposes of the Partnership as set forth therein. (b) The Partnership shall have and may exercise any right, power, franchise or privilege that a domestic corporation engaged in the same business might exercise under the laws of Vermont. The powers of the Partnership will therefore include those enumerated in Section 3.02 of the Vermont Business Corporation Act (11A V.S.A. §§1.01 et. seq.). Section 4. General Partner’s Powers, Authority and Duties; Engagement of Affiliates and Reimbursement of Expenses; Role and Activities of Limited Partners. (a) All powers of the Partnership referred to in Section 3(b) above and otherwise conferred by law shall be exercised by or under the authority of, and the business of the Partnership shall be conducted by or under the direction of, the General Partner. Accordingly, (i)

No Partner, other than the General Partner acting in that capacity, -2-

shall have any right to participate in conducting or controlling the Partnership’s business or any authority to act as an agent of the Partnership. (ii) The Limited Partners shall have the right to participate in the management of the business of the Partnership -(1) by making suggestions or recommendations to the General Partner on issues of policy important to the Partnership; (2)

as set forth in Paragraph (b) below; and

(3) by voting on or otherwise consenting (or failing to consent) to matters reserved to the Limited Partners under this Agreement; provided, however, that no Limited Partner shall have the power or authority to bind the Partnership or to sign any agreement or document in the name of the Partnership, and, provided, further, that the foregoing provisions of this clause (ii) and the voting or approval of the Limited Partners as set forth in this Agreement shall not be deemed to be participation in the control of the business or affairs of the Partnership. (iii) Each Limited Partner shall be prohibited from engaging in any Unauthorized Conduct on behalf of the Partnership or in its name. (iv) The Partnership shall not be required to indemnify any Limited Partner (in its capacity as such) for any payments made in connection with the conduct of the Partnership’s business or the preservation of its business or property. (b) Notwithstanding Paragraph (a)(i) above, without the consent of a Majorityin-Interest of the Limited Partners, the General Partner shall not (i) amend or waive any provision of the West Lake Loan Documents or the Carinthia Ski Lodge Loan Documents (as defined in Exhibit B). (ii) take any action that would intentionally jeopardize or would reasonably be expected to jeopardize any of the limited partners’ capacity to be admitted to the United States of America as unconditional lawful permanent residents with their spouses and unmarried, minor children pursuant to the EB-5 Immigrant Investor Program; or (iii) (1) borrow from the Partnership any funds that (a) have been contributed to the Partnership as Capital Contributions from Alien Entrepreneurs or (b) have been received as interest payments on, or repayment of principal of, loans extended by the Partnership to West Lake, LLC and Carinthia Ski Lodge, LLC (where such loans were funded by the Capital Contributions of the Limited Partners) or (2) commingle such funds with the funds of any other entity; provided that Affiliates of the General Partner may borrow such funds from the Partnership solely for the borrower’s deployment of such funds in the Projects provided such borrowing does not intentionally jeopardize any of the Limited Partners’ capacity to be admitted to the United States of America as unconditional lawful permanent residents with their spouses and unmarried, minor children pursuant to the EB-5 Immigrant Investor Program. -3-

(c) The General Partner shall perform its functions in good faith; with such care, including reasonable skill, diligence and inquiry, as a person of ordinary prudence would use in similar circumstances; and in such manner as the General Partner reasonably believes to be lawful, practicable, in conformity with its duties of loyalty and care, and in furtherance of the purposes of the Partnership. (d) The General Partner may, in the name and on behalf of the Partnership, enter into Related Party Transactions or other agreements with third parties for the performance of services for and on behalf of the Partnership and the Limited Partners and obligate the Partnership to pay or reimburse the payment of compensation and fees for and on account of any such services; provided, however, that such compensation and fees are fair and reasonable as to the Partnership at the time the same are authorized. (e) The General Partner may make loans to the Partnership, in its discretion, which loans shall be (i) on terms that are fair and reasonable at the time such loans are made, and (ii) used by the Partnership for deployment in the Projects. Any such loans from the General Partner shall be repaid in full by the Partnership prior to any distributions being made by the Partnership to the Partners. (f) In the event of a default under the West Lake Loan Documents or the Carinthia Ski Lodge Loan Documents, the General Partner will act in a commercially reasonable manner in enforcing the Partnership’s rights thereunder. (g)

Each Alien Entrepreneur hereby acknowledges and agrees ---

(i) that, notwithstanding any provision of the Offering Memorandum, the Subscription Agreement or this Agreement to the contrary, the responsibility for the preparation, content and filing of each of the I-526 Petition and the I-829 Petition, and any other governmental forms required under or pursuant to an Alien Entrepreneur’s participation in the EB-5 Immigrant Investor Program, remains solely with such Alien Entrepreneur; (ii) to file his/her I-526 Petition within 90 days after becoming a Limited Partner and, in addition, to file all other applications and petitions respecting his/her lawful permanent resident status within the United States within a reasonable time of becoming eligible to do so; (iii) that it may be beneficial to file his/her I-829 Petitions as soon as he/she is entitled to do so in the event that fewer than all of the jobs projected to be created by the Project are actually created, recognizing that such jobs will be allocated with preference first to those Alien Entrepreneur whose I-829 Petitions are approved, and then to those Alien Entrepreneur who have obtained lawful permanent admission to the United States. Section 5. Other Activities of Partners Not Restricted. The General Partner shall not be deemed in violation of any legal or equitable duty or any duty under this Agreement by reason of, and no Limited Partner shall be prohibited from, directly or indirectly (i) making investments in and loans to other business ventures of any nature, independently of and without being held accountable to the Partnership and the other Partners, or (ii) rendering services to any such other business -4-

ventures. The foregoing shall apply whether or not the other venture is or will be engaged in a business the same or similar to the business of the Partnership. Section 6. Term. The Partnership shall continue for a term of 20 years from the date of admission of the last Limited Partner to be admitted. Section 7

Capital Contributions.

(a) Partnership Interests will be issued under this Agreement and held by the General Partner and the Limited Partners. For convenience of administration, Partnership Interests may, in the discretion of the General Partner, be denominated in Units, and such Partnership Interests (or Units) may be certificated. (b) (i) The General Partner shall contribute to the capital of the Partnership the amount set forth opposite its name on Exhibit A. (ii) The General Partner is authorized in its sole discretion, but shall not be obligated to any Limited Partner, to contribute additional amounts to the capital of the Partnership in order to fund the Partnership’s requirements for working capital. The General Partner acknowledges that any such additional contribution will be for the primary benefit of the General Partner or its Affiliates by enhancing the eligibility of the Alien Entrepreneurs to obtain the benefits of the EB-5 Immigrant Investor Program and, for that reason, the General Partner’s Partnership Interest and its Ancillary Legal Interest shall not be increased by any such additional Capital Contribution. (c) The Initial Limited Partner shall not be required to make a Capital Contribution. See Section 15(e). (d) (i) Each Limited Partner, other than the Initial Limited Partner, shall contribute to the capital of the Partnership the amount (not less than US$500,000) so committed by such Limited Partner in its Subscription Agreement (and shown on Exhibit A). (ii) As a condition to the acceptance of the Limited Partner’s Capital Contribution, each Alien Entrepreneur, simultaneously with the submission of its Capital Contribution, shall also be required to pay the Administrative Fee to the General Partner (which payment shall be separate from, and not be accounted for as, a Capital Contribution). Upon the acceptance of the related, executed Subscription Agreement, the Capital Contribution and the Administrative Fee by the General Partner, such Limited Partner shall be deemed to have been admitted as a Limited Partner under this Agreement. No Limited Partner will be required to make any additional contributions of capital beyond the amount of such Partner’s Capital Commitment. Section 8. Capital Accounts. A Capital Account shall be established and maintained on the Partnership’s books for and in the name of each Partner. Each Capital Account shall reflect the dollar amounts of the respective Partners’ (i) Capital Contributions, (ii) allocable share of Profits and Losses realized in each Fiscal Year from the conduct of business and other transactions and activities of the Partnership, and (iii) distributions made to them. Allocable shares of Profits and Losses shall be determined and recorded in the Capital Accounts in accordance with Section 9 -5-

below. Distributions shall be made and recorded in the Capital Accounts in accordance with Section 10 below. The Capital Accounts shall also be adjusted if and when required by Appendix II or other Tax Regulatory Requirements. Section 9.

Allocation of Profits and Losses Among Partners.

(a) Profits and Losses for each Fiscal Year shall be allocated among the Partners in the following manner: (i) 0.01% to the General Partner; and (ii) 99.99% to the Limited Partners, to be allocated and distributed among the Limited Partners as reasonably determined by the General Partner after taking into account the date on which (A) each Limited Partner made his or her investment, and (B) the Partnership used such investment to advance loans to the Projects, and once such determination by the General Partner is made, then among the Limited Partners who are similarly situated with respect to the above criteria in proportion to their respective Capital Contributions invested in the loans described on Exhibit B. (b) Losses incurred in any Fiscal Year shall not be allocated to the Capital Account of any Limited Partner to the extent that the allocation would cause such Limited Partner to have an (or to cause an increase in such Limited Partner’s) Adjusted Capital Account Deficit at the end of such Fiscal Year. Losses which cannot be allocated to a Limited Partner on account of this limitation (the “Excess Losses”) shall be allocated to the Capital Account of the General Partner. Profits realized in any Fiscal Year after allocation of Excess Losses to the General Partner’s Capital Account shall first be allocated to offset the cumulative balance of Excess Losses in the General Partner’s Capital Account. Section 10. Distributions. Except as otherwise provided in Section 17(c) below (relating to winding up of the Partnership), distributions to the Partners on behalf of the Partnership shall be made by the General Partner only from Available Cash and in accordance with the following provisions: (a) Tax Distributions may be made in order to defray the federal income tax liabilities arising from the Partners’ Partnership Interests at the time indicated in, and calculated in accordance with, and subject to the terms of, Appendix II. (b) No distributions shall be made to any Partner in an amount that would give rise to, or increase, a negative balance in such Partner's Capital Account. (c) Subject to the remaining provisions of this Section 10 or Section 17, distributions by the Partnership shall be made among the Partners in the following order or priority: (i) First, among the Partners in proportion to their Undistributed Income until the Undistributed Income of each Partner is zero. (ii) (iii) balance. (d)

Second, to each Partner in proportion to its Unreturned Capital Contributions. Thereafter, to each Partner in proportion to such Partner’s Adjusted Capital Account

For purposes of this Section 10: -6-

(i) “Undistributed Income” shall mean, with respect to a Partner, the aggregate Profits allocated to such Partner, less the aggregate Losses allocated to such Partner, less any previous distributions to such Partner under Section 10(c)(i). (ii) “Unreturned Capital Contributions” shall mean, with respect to a Partner, the Partner’s aggregate Capital Contributions, less any previous distributions to such Partner under Section 10(c)(ii). (iii) “Adjusted Capital Account” shall mean, with respect to a Partner, such Partner’s Capital Account, (i) increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is treated as being obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), and (ii) decreased by the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Section 11.

Reports; Confidentiality.

(a) On or earlier than March 15 of each calendar year (or within 75 days after the end of any Fiscal Year which is not a calendar year), the General Partner shall cause to be prepared and submitted to each Limited Partner an annual report of the Partnership for such Fiscal Year. The annual report shall include (i) the balance sheet of the Partnership as of the last day of such Fiscal Year and statements of profit or loss and cash flows of the Partnership for such Fiscal Year, all prepared in accordance with the method of accounting used by the Partnership for U.S. federal income tax purposes, and (ii) a narrative commentary setting forth the General Partner’s analysis of the Partnership’s financial condition and results and a description of material developments in the Partnership’s business during the Fiscal Year. The report shall be accompanied by a supplementary schedule showing the entries to the Partners’ Capital Accounts (individually and in the aggregate) in respect of such Fiscal Year, together with all other information necessary for the Partners to prepare their federal and state income tax returns. (b) In connection with the dissolution and winding up of the Partnership, the General Partner or the Liquidation Trustee shall furnish to each Partner a termination report containing the balance sheet and statements of profit or loss and cash flows of the Partnership as of and for the period ended on the substantial completion of the dissolution and winding up of the Partnership, together with a supplementary schedule showing the final entries to the Partners’ Capital Accounts (individually and in the aggregate). (c) Each Partner acknowledges and agrees that the information contained in the reports delivered pursuant to this Section 11, and all other information and data relating to the Partnership and the business and affairs of the Partnership delivered to or obtained by any of the Partners, shall be deemed and treated by them as confidential and proprietary to the Partnership. In addition to the other duties imposed by this Agreement or the Act, each Partner shall be required to refrain from using or divulging such information in a manner that would or might interfere with carrying out the Partnership’s purposes or cause damage to the Partnership’s economic prospects, -7-

good will or commercial standing. The foregoing provisions of this Paragraph (c) shall not be deemed to limit or supersede the right, power and authority of the General Partner to protect trade secrets and other information on behalf of the Partnership or to comply with legal or contractual obligations applicable to the Partnership. Section 12.

Indemnification.

(a) To the fullest extent allowed by the Act or otherwise by law, the Partnership shall indemnify the General Partner, and each of its managers, managing members and members, and their respective officers, employees and agents (in its capacity as such), and hold each of them harmless against and from, and where requested advance amounts for the payment of, (i) any and all costs, expenses and fees reasonably paid or incurred in the defense of any claims, demands and causes of action threatened, asserted or filed against the General Partner, and/or any of its managers, managing members and members, and their respective officers, employees and agents, and related to the affairs of the Partnership and/or the conduct of its business, (ii) amounts reasonably paid in settlement of any such claims, demands and causes of action, and (iii) liabilities and damages incurred as a result thereof. (b) The rights to indemnification set forth in Paragraph (a) above shall apply to claims, demands and causes of action threatened, asserted or filed in any court, other tribunal or arbitral forum (i) derivatively on behalf of the Partnership, (ii) by or on behalf of a Limited Partner or former Limited Partner in its own right, and/or (iii) by or on behalf of a third party, including any creditor, creditor representative or governmental agency; provided, however, that the rights to such indemnification shall not apply where Unprotected Misconduct is determined to have taken place by the General Partner pursuant to a final non-appealable judgment of a court of the United States. Section 13. Exculpation from Liability. Neither the General Partner, nor any of its managers, managing members and members, and their respective officers, employees and agents, shall be liable to the Partnership or any Limited Partner for any errors of judgment or for any other actions taken or omissions made, except only where Unprotected Misconduct or a willful violation of this Agreement is determined to have taken place by the General Partner pursuant to a final nonappealable judgment of a court of the United States. Section 14.

Termination of General Partner.

(a) A Supermajority-in-Interest of the Limited Partners shall have the right to terminate the General Partner’s powers and authority under Section 4 above and under the Act, and to remove the incumbent from its position as General Partner, upon the occurrence of either of the following items (i) or (ii) and the adoption of a resolution so directing. Such termination shall be effective upon the date set forth in such resolution, if adopted because of and within a reasonable time after: (i) Unprotected Misconduct is determined to have taken place by the General Partner pursuant to a final non-appealable judgment of a court of the United States; or (ii) the willful and wrongful failure or refusal by the General Partner to substantially perform its functions under Section 4(a) above after notice of such failure or refusal has been provided to the General Partner and the General Partner has failed to cure such failure or -8-

refusal within 60 days of receipt of such notice. Notwithstanding the prior provisions of this Paragraph (a), no such termination and removal shall be effective unless and until, in addition to the requirements set forth above, a Supermajority-inInterest of the Limited Partners shall have appointed a new General Partner who or which is an Affiliate of the terminated and removed General Partner and such Affiliate shall have joined in this Agreement in the capacity as such new General Partner, whereupon such new General Partner shall be deemed to have been admitted as such (except that in the case of a removal pursuant to clause (a)(i) above, the new General Partner need not be an Affiliate of the terminated General Partner). (b) (i) Except as described in Section 15(b), the General Partner shall not have any right to withdraw from the Partnership. Unless consented to by a Supermajority-inInterest of the Limited Partners, a resignation or similar act by the General Partner abdicating its position or functions shall constitute a breach of this Agreement and an “event of withdrawal of the general partner” under Section 17(a)(v) below. (ii) A termination of the General Partner under Paragraph (a) above shall not constitute a breach of this Agreement, but shall be deemed an “event of withdrawal of the general partner” under Section 17(a)(v) below. (c) If, at the time of the termination, removal or resignation of the General Partner as described in Paragraphs (a) and/or (b) above, the affected or subject General Partner’s Capital Account has a negative balance, such General Partner shall be required to contribute to the capital of the Partnership such amount as will cause such Capital Account balance to be increased to zero. (d) If the business of the Partnership is continued with a replacement General Partner after an “event of withdrawal of the general partner”, as permitted by Section 17(a)(v) below, the Partnership shall be required to redeem the Partnership Interest of the terminated General Partner by payment in cash of an amount equal to the positive balance (if any) of its Capital Account as of the effective date of termination, such payment to be made within 270 days thereafter. If the balance of the terminated General Partner’s Capital Account is not positive as of the effective date of termination, its Partnership Interest shall nevertheless be surrendered and cancelled, without any payment by the Partnership. The foregoing provisions shall not affect any rights of the terminated General Partner: (i) to receive distributions in respect to its Partnership Interest under Section 10 above prior to completion of the redemption or surrender thereof, or (ii) to indemnification under Section 12 above; nor shall they constitute a release of any liabilities the terminated General Partner may have to the Partnership as a consequence of a breach (if any) of this Agreement. Section 15. Partnership Interests; Transfers; Admission of Substitute or Additional Limited Partners; Withdrawals. (a) The provisions of this Section 15 shall constitute an encumbrance upon all Partnership Interests and Ancillary Legal Interests. Any Transfer or purported Transfer by a Partner in violation of this Section 15 shall constitute a breach of duty under this Agreement. The Partnership shall not be required to recognize or give effect to any purported Transfer that has not been made in compliance with this Section 15. -9-

(b) All Transfers by the General Partner shall be prohibited unless made to an Affiliate of the General Partner. (c) (i) No Transfer by any Alien Entrepreneur shall be recognized by the Partnership or recorded in the Partnerships records unless such Alien Entrepreneur shall have submitted to the Partnership and the General Partner, in such form as shall be acceptable to the General Partner in its sole and absolute discretion, an acknowledgement that the subject Transfer may disqualify such Alien Entrepreneur for eligibility under the EB-5 Immigrant Investor Program and a release of the Partnership and the General Partner from all damages, whether direct, indirect, consequential or other, and all other consequences therefrom. (ii) No Limited Partner shall have the power to give any person the right to be admitted to the Partnership as a Limited Partner. Except as provided in Section 7(d), any person who has acquired any Partnership Interest shall be admitted as a Limited Partner, and thereby succeed to the related Ancillary Legal Interest, only (x) with the approval of the General Partner in its sole and absolute discretion, (y) upon its execution and delivery of an instrument, in such form as the General Partner may require, whereby such person will become bound by this Agreement, and (z) if such person or the subject Limited Partners pays for all expenses incurred by the Partnership in connection with such person's becoming a Limited Partner. (iii) Notwithstanding clauses (i) and (ii), a Transfer by testamentary disposition of a Partnership Interest to an Alien Entrepreneur’s spouse or child(ren) shall automatically cause such transferee(s) to be admitted to the Partnership as a Limited Partner(s) and thereby succeed to the related Ancillary Legal Interest. (d) Except as provided in this Paragraph (d), no Limited Partner may withdraw from the Partnership. An Alien Entrepreneur may withdraw from the Partnership by giving written notice to the General Partner (with such supporting documentation as the General Partner may reasonably request) --(i) to the effect that such Alien Entrepreneur’s I-526 Petition has been denied by the USCIS for reasons other than fraud committed by or the material misrepresentation of such Alien Entrepreneur; provided, however, that this clause (i) shall be applicable only if the General Partner actually receives such notice not later than 30 days following such denial. (ii)

within 30 days following the fulfillment of the all of the following

conditions: (1) the regional center pilot program, created in support of the EB-5 Immigrant Investor Program as described in the Offering Memorandum (the “Pilot Program”) lapsed after the filing of his or her I-526 Petition but prior to its adjudication; AND (2) the Pilot Program was not reauthorized, or replaced by another program providing substantially the same immigration status benefits as the Pilot Program, within 12 months of such lapse (and such reauthorization or replacement is not then-pending); AND (3)

such I-526 Petition has not been adjudicated. - 10 -

In either of the events described in clauses (i) or (ii) above, within 90 days of the General Partner’s receipt of such notice (and such supporting documentation), the General Partner shall cause the Partnership to return to such Alien Entrepreneur, in full satisfaction of its rights and interests in, to and under its Partnership Interest and its Ancillary Legal Interest, the amount of such Alien Entrepreneur’s Capital Contribution, whereupon such Alien Entrepreneur shall, automatically and without more, be deemed to have dissociated from the Partnership. (iii) to the effect that such Alien Entrepreneur wishes to withdraw, in which event the General Partner, in its sole and absolute discretion, is authorized (but shall not be required) to allow a Limited Partner to withdraw from the Partnership. Without limiting the General Partner’s discretion under the immediately preceding sentence, as a condition to authorizing withdrawal under this clause (iii), the subject Limited Partner is required to (i) accept in full satisfaction of its rights and interests in, to and under its Partnership Interest and its Ancillary Legal Interest ninety (90%) percent of the lesser of (x) the balance (but not less than zero) of its Capital Account, or (y) its Capital Contribution, (ii) deliver to the Partnership an acknowledgement that the subject withdrawal may disqualify such Limited Partner for eligibility under the EB-5 Immigrant Investor Program and a release of the General Partner and the Partnership from any direct or consequential damages and all other consequences therefrom, and (iii) deliver to the Partnership and the General Partner such other agreements as the General Partner may require. Upon the delivery of the documents and payment of the amount described above, the subject Limited Partner shall, automatically and without more, be deemed to have dissociated from the Partnership. (e) The Limited Partners acknowledge that any withdrawal under Paragraph (d) above may necessitate the replacement of the capital that was or is to be paid to the withdrawing Alien Entrepreneur. The General Partner may, at any time and from time to time -(i) create such additional classes of Partnership Interests having such relative rights, powers and duties as such General Partner may establish, including rights, powers and duties equal or junior to existing Partnership Interests; and (ii) whether or not in connection with clause (i) above, designate one or more persons for admission as a Limited Partner and, in connection therewith, determine the amount and the time or times at which shall be made, such person's Capital Contribution, the Partnership Interests to which such person shall be entitled, and all other terms and conditions of such person's admission as a Limited Partner (and in connection with which any such admission, Exhibit A shall be modified as appropriate). Each Limited Partner hereby consents to the admission to the Partnership of any additional Limited Partner in accordance with this Paragraph (e). (f) Notwithstanding the foregoing, the Initial Limited Partner shall, automatically and without more, be deemed to have dissociated from the Partnership upon the admission of the first additional Limited Partner to be admitted. (g)

Notwithstanding any other provision of this Section 15,

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(i) the General Partner may suspend all Transfers for a period of up to 12 months whenever the General Partner reasonably determines, or is advised by counsel, that in light of previous Transfers, any subsequent Transfer may reasonably be expected to result in a termination of the Partnership under Tax Regulatory Requirements; and (ii) the General Partner will prohibit any Transfer (a) unless, in the opinion of counsel for the Partnership or such other counsel satisfactory to the General Partner, such Transfer will not violate, or cause the original issuance of Partnership Interests or the Partnership to be in violation of, the securities laws, rules or regulations of the United States, including without Limitations the Investment Company Act of 1940 any state thereof or any other jurisdiction, or (b) if such Transfer would jeopardize the ability of any other Limited Partner to qualify under the EB-5 Immigration Investor Program to become a conditional lawful permanent resident of the United States. (h) Upon the Transfer of any Partnership Interest, the Partnership may elect, in the sole and absolute discretion of the General Partner, to adjust the basis of the Partnership property under Tax Regulatory Requirements. (i) Upon the occurrence of the various events described in this Section, the General Partner shall make appropriate modifications to Exhibit A; provided, however, that the failure to make such modifications shall not affect the substantive rights or obligations of the affected parties. (j) Nothing in this Agreement constitutes or is intended to constitute a guaranty of repayment of a Limited Partner’s Capital Contribution or an agreement to redeem or repurchase a Limited Partner’s Partnership Interest or its Ancillary Legal Interest. Section 16.

Action by and Meetings of the Limited Partners.

(a) Any consent, approval or determination in regard to any Partnership matter committed by this Agreement or the Act for decision (in whole or in part) by the Limited Partners may be (or shall be deemed to have been) expressed as follows: (i)

by the signed written consent of a Limited Partner with or without a

meeting; (ii) by a Limited Partner's failure to respond to a written request for consent sent by the General Partner to such Limited Partner, which failure to respond continues for at least 30 days after the date upon which such request was deemed received by such Limited Partner (which date shall be determined with reference to the date set forth in the return receipt with respect to the mailing or delivery of such request by the General Partner); or (iii) by the affirmative vote of a Limited Partner or its duly authorized proxy, registered orally or in writing at any meeting called to consider such matter and attended, in person or by representatives holding written proxies, by a Supermajority-in-Interest of the Limited Partners.

- 12 -

(b) Any matter requiring the vote, consent, approval, determination, election or agreement of the Limited Partners pursuant to any provision of this Agreement or by law may be considered at a meeting, to be held at the principal office of the Partnership or at such other place as may be specified by the General Partner, or may be held by means of conference telephone or similar methods of communication during which all persons participating may be heard simultaneously, not fewer than five (5) days nor greater than sixty (60) days after written notice thereof shall have been given by the General Partner. The General Partner may give such notice in its discretion at any time, but shall be required to give such notice within fifteen (15) days after receipt of a written request for such meeting from the Limited Partners holding a majority of the total Partnership Interests held by all Limited Partners. Section 17.

Dissolution and Winding Up of Partnership; Distribution of Assets.

(a) The Partnership shall dissolve upon the final and non-appealable adjudication of all I-829 Petitions filed by all Alien Entrepreneurs; provided, however, that the Partnership shall not dissolve until the occurrence of the earliest of the following events to occur: (i)

the expiration of the term of the Partnership as set forth in Section 6

above; (ii) the repayment to the Partnership of the Loan (as described and defined in the Offering Memorandum) and all other loans as the Partnership may make consistent with the carrying out of its purposes as described in Section 3 and in furtherance of the completion of the Projects, together will all interest and other amounts due thereon; (iii) the written consent of the General Partner and a Supermajority-inInterest of the Limited Partners; (iv)

the written consent of all Limited Partners;

(v) an “event of withdrawal of the general partner” within the meaning of Section 3432 of the Act, unless there is at least one General Partner then remaining in office or within 90 days after such event, a Supermajority-in-Interest of the Limited Partners has, by written consent, appointed a replacement General Partner and determined to continue the business of the Partnership, and the replacement General Partner has become legally bound by this Agreement (as the same may be amended); (vi)

the sale of all or substantially all of the assets of the Partnership;

(vii) the entry of a final judgment, order or decree of a court with competent jurisdiction adjudicating the Partnership to be bankrupt, and the expiration of the period, if any, allowed by applicable law in which to appeal therefrom; or (viii) to the extent not otherwise inconsistent with this Section 17(a), as provided in the Act. (b) After an event of dissolution, the General Partner or the Liquidation Trustee shall wind up the affairs of the Partnership, and marshal, liquidate and distribute its assets in - 13 -

accordance with the Act; provided, however, the General Partner or the Liquidation Trustee shall have full power and authority to defer liquidation of, or refrain from liquidating, any assets of the Partnership if such action is deemed by the General Partner or the Liquidation Trustee to be in the best interests of the Partnership’s creditors and the Partners. (c) Distributions relating to dissolution shall be made as provided in Appendix II and may be made in cash or other property (or a combination thereof). (d) No Limited Partner shall have any obligation to restore any negative balance in its Capital Account upon dissolution or liquidation of the Partnership or otherwise, except as may be required by the Act. Section 18.

Amendment of Agreement.

(a) This Agreement, including this Section 18, may be amended in whole or in part only with the written consent of the General Partner, provided, however, that (i) each Limited Partner to be affected must give its written consent to any amendment that would (A) increase the amount of the Capital Contribution payable by such Limited Partner, (B) increase the liability of such Limited Partner, or (C) cause such Limited Partner’s share of the Partnership’s assets to be modified unless all interests of persons or entities who are Partners are similarly modified, and (ii) the additional consent of a Supermajority-in-Interest of the Limited Partners shall be required in connection with any amendments that would (A) change the purpose of the Partnership, (B) jeopardize the limited partners’ capacity to be admitted to the United States of America as unconditional lawful permanent residents with their spouses and unmarried,, minor children pursuant to the EB-5 Immigrant Investor Program, (C) modify in a manner adverse to the Limited Partners any of the provisions of this Agreement, (D) impose additional obligations on the Limited Partners, or (E) change the conditions for admission to the Partnership as a Limited Partner. (b) Notwithstanding Paragraph (a) above, this Agreement may be amended by the General Partner without the approval of the Limited Partners (i) if such amendment is for the purpose of documenting admission of a person as a General Partner or a Limited Partner in accordance with the provisions of Sections 7(d), 14 or 15 above, (ii) as and to the extent determined by the General Partner to be necessary to comply with the IN Act or the rules, regulations or other administrative requirements of USCIS in order to comply with the requirements of and under the EB-5 Immigrant Investor Program, or (iii) to merely cure any ambiguity, or correct or supplement any provision of this Agreement which may be inconsistent with any other provision of this Agreement, but only in a manner not inconsistent with the provisions of this Agreement, the purposes of the Partnership, or the Offering Memorandum. (c) Without the express written consent of each Partner affected thereby, no amendment shall reduce the Capital Account of any Partner or its rights to allocations and distributions with respect thereto. The General Partner shall give prior written notice of any proposed amendment to all of the Partners, which notice shall set forth the text of the proposed amendment. (d) If the General Partner changes the conditions for admission of a Limited Partner to the Partnership, any such new Limited Partners who are not admitted as Alien Entrepreneurs will not be included among the Limited Partners for voting purposes with respect to - 14 -

any action or amendment to this Agreement that (1) expressly requires the consent of a Supermajority-in-Interest of the Limited Partners, and (2) that eliminates rights safeguarding the economic and EB-5 benefits accruing to the Alien Entrepreneurs. Section 18A. Parallel Partnership. (a)

Section 19.

General. The Limited Partners acknowledge that the Partnership shall seek exemption from registration as an “investment company,” within the meaning of the Investment Company Act, through qualification under Section 3(c)(1) of the Investment Company Act. The General Partner shall also form a parallel partnership ( the “QP Fund”) which shall be governed by an agreement the terms of which are substantially identical to those of this Agreement, but shall seek exemption from such registration through qualification under Section 3(a)(7) of the Investment Company Act (and shall restrict Transfers of its fund interests accordingly). In order to most efficiently seek exemption from such registration for both the Partnership and the QP Fund without materially altering the economic rights and obligations of the Partners, the General Partner, in its reasonable discretion, may at any time cause a Limited Partner to exchange its interest in the Partnership for an economically equivalent interest in the QP Fund or vice versa. Power of Attorney.

(a) Each Limited Partner hereby makes, constitutes and appoints the General Partner with full power of substitution and resubstitution, its true and lawful attorney, for it and in its name, place and stead, with full power and authority to sign, execute, certify, acknowledge, swear to, file and record all instruments amending, supplementing or canceling the Certificate, as the same may hereafter be amended, supplemented or canceled consistent with the terms of this Agreement and as may be appropriate, and to sign, execute, deliver, certify, acknowledge, swear to, file and record such other agreements, instruments or documents (i) as may be necessary or advisable (A) to reflect the exercise by the General Partner of any of the powers granted to it under this Agreement, or (B) to reflect the admission to the Partnership of any Limited Partner or the dissociation of any Limited Partner, in the manner prescribed in this Agreement; or (ii) which may be required of the Partnership or of the Partners by the laws of the State of Vermont or any other jurisdiction for the proper conduct of the Partnership’s business. Each Limited Partner authorizes such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving the General Partner, as attorney-in-fact, full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in and about the foregoing as fully as such Limited Partner might or could do if personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. (b) The power of attorney granted pursuant to Paragraph (a) of this Section 19 (i) is a special power of attorney coupled with an interest and is irrevocable; (ii) may be executed by each such attorney-in-fact by listing all of the - 15 -

Limited Partners executing any agreement, certificate, instrument or document with the single signature of any such attorney-in-fact acting as attorney-in-fact for all of them; (iii) shall survive the delivery of a proper assignment by a Limited Partner of its Partnership Interest, except that where the purchaser, transferee or assignee thereof has the right to be, or with the consent of the General Partner is admitted as, a Limited Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to execute, acknowledge, swear to, file and record any such agreement, certificate, instrument or document necessary to effect such admission; and (iv) shall be binding on any permitted assignee of a Limited Partner’s Partnership Interest. Section 20.

Dispute Resolution Procedures.

(a) Arbitration of Disputes. Any unresolved claim, controversy or dispute arising with respect to the interpretation of this Agreement (including the scope and application of this Section 20), or the performance of any duty under this Agreement or the Act, between or among any of the Partners or the Partnership (a "Dispute") shall be submitted to final and binding arbitration pursuant to the following provisions of this Section 20: (i) Any party to an unresolved Dispute shall have the right to file a written Demand for Arbitration pursuant to this Section 20 with the Vermont Regional Office of the American Arbitration Association nearest to the office of the Partnership in Vermont, whereupon such party shall simultaneously send a copy of such Demand to the other party or parties to such Dispute. (ii) Arbitration proceedings under this Section 20 shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except that all substantive decisions and awards rendered shall be accompanied by a written opinion setting forth the rationale for such decisions and awards. (iii) Venue for all evidentiary hearings conducted in such proceedings shall be in the County in which the office of the Partnership in Vermont is located, unless otherwise mutually agreed by the parties thereto. (iv) Unless otherwise agreed by the parties thereto, arbitration proceedings under this Section 20 shall be conducted before one impartial arbitrator selected through the procedures of the American Arbitration Association. (v) To the extent practicable, the arbitration proceedings under this Section 20 shall be conducted in such manner as will enable completion within 120 days after the filing of the Demand for Arbitration hereunder. (b) Awards. On all matters, the decisions and awards of the arbitrator shall be determinative. Any award hereunder may include an order directing a party to perform and prohibiting a party from violating its duties under this Agreement and the Act. The award may include an allocation of legal fees, costs of arbitration and interest to the substantially prevailing - 16 -

party, but punitive damages shall not be allowed. The award may be enforced in such manner as allowed by law. (c) Injunctive Relief. The parties agree that during the pendency of any arbitration, if injunctive relief is not able to be granted through the arbitration, then a party shall be permitted to seek such relief through a court of applicable jurisdiction. Section 21.

Miscellaneous.

(a) Any payment, notice or other communication given pursuant to any provision of this Agreement or the Act shall be in writing and shall be deemed to have been delivered if sent by electronic mail (e-mail) as well as by facsimile transmission (to the coordinates provided by the recipient), or if sent by a reputable courier service, postage and charges prepaid: (i) To the Partnership or the General Partner, if addressed to the office of the Partnership in Vermont. (ii) To any Limited Partner, if addressed to that Limited Partner at its business or residence address shown in the Partnership records. (b) Section references contained in this Agreement relate to sections of this Agreement unless specific reference is made to the Act. References herein to persons includes entities as well as natural persons. (c) The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remainder of this Agreement. (d) The provisions of this Agreement, as written in English, control their respective meanings and effects. No translation hereof into another language shall affect the provisions or enforceability hereof as written and determined in English. (e) The laws of the State of Vermont, excluding its choice of law provisions, shall govern this Agreement. (f) This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one Agreement. (g) The terms of this Agreement supersede any description of the Partnership as discussed or appearing in any other document, including any oral or written communication between or among the parties and/or their respective counsel. (h) Each and every covenant, term, provision and agreement herein contained shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and assigns. (i)

A copy of the Certificate and each amendment thereto and cancellation - 17 -

thereof, and any other document filed by the Partnership or the General Partner in the office of the Secretary of State, State of Vermont shall be delivered to any Limited Partner requesting same, but not otherwise.

[EXECUTION PAGE FOLLOWS]

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83/@7/2.613 !3228

6I428a3434

PAGE O3/83

HYATTREGENCV

wlTNEsstheduoexecutionhoreofasoftlredatefirstsetforthabove.

GENEMLPARTNER: LL( SNOWGPSERVICES' r'NCiUIIT

LIMITEDPARTNER: TNITTAL DOUGLASI{AUER

--/--*-----.---l

-19-

EXHIBIT A

Name and Address

Capital Contribution

Partnership Interest

General Partner: ZZZ

, LLC

$

0.01%

Limited Partners: $

%

$

%

$

%

$

%

$

%

$

%

$

%

$

%

-i-

EXHIBIT A (con’d) $

%

$

%

$

%

$

%

$

%

$

%

$

%

$

%

$

%

$

%

Total Partnership Interests of All Limited Partners:

- ii -

99.99%

EXHIBIT B DESCRIPTION OF PROJECT AND LOAN The total anticipated investment from Qualified Investors is $52,000,000. The Partnership and Carinthia Group 2, L.P. (collectively, the “Partnerships”) will use the proceeds of their offerings to fund loans that will be advanced to newly created wholly-owned subsidiaries of Mount Snow Ltd. (“Mount Snow”) to finance the development of two capital projects for the Mount Snow Ski Resort in West Dover, Vermont (the “Resort”). The Resort is owned and operated by Mount Snow which is a wholly owned subsidiary of Peak Resorts, Inc. In essence, the Alien Entrepreneurs will invest in the Partnerships which will in turn loan the Alien Entrepreneurs’ funds directly to the developers of the job-creating projects, West Lake, LLC and Carinthia Ski Lodge, LLC as described below. The Partnerships will establish a non-revolving line of credit facility and collectively loan up to $30,000,000 to West Lake LLC, a wholly-owned subsidiary of Mount Snow, to facilitate the construction of a new water storage reservoir and dams for snowmaking with capacity of up to 120 million gallons, three new pump houses and the installation of snowmaking pipelines, trail upgrades and expansion, new ski lift and ancillary equipment (the "West Lake project"). The line of credit will be in the minimum amount of $500,000 and a maximum principal amount of $30,000,000 based upon the number of units sold pursuant to the offering described in the Offering Memorandum. The line of credit will be extended pursuant to a loan agreement between the Partnerships and West Lake LLC and will be evidenced by a non-revolving line of credit note and subject to a guaranty of collection by Peak Resorts, Inc. (collectively, the "West Lake Loan Documents"). The Partnerships will establish a non-revolving line credit facility and collectively loan up to $22,000,000 to Carinthia Ski Lodge LLC, a wholly-owned subsidiary of Mount Snow, for the construction of Carinthia Ski Lodge, a new three-story approximately thirty six thousand square-foot skier service building located at the base of the Carinthia slopes providing a restaurant, cafeteria and bars with seating for over six hundred people, a retail store, convenience store and sales center for lift tickets and rentals (the "Carinthia Ski Lodge project"). The line of credit will be in the minimum amount of $500,000 and a maximum principal amount of $22,000,000 based upon the number of units sold pursuant to the offering described in the Offering Memorandum. The line of credit will be extended pursuant to a loan agreement between the Partnerships and Carinthia Ski Lodge LLC and will be evidenced by a nonrevolving line of credit note and subject to a guaranty of collection by Peak Resorts, Inc. (collectively, the "Carinthia Ski Lodge Loan Documents"). To the extent that the offering is not fully subscribed and less than $52,000,000 is raised, the Partnerships will allocate up to the first $30,000,000 of subscriptions received and accepted to West Lake LLC for the development of the West Lake project. The West Lake project will be developed in three tranches consisting of $10,000,000 (tranche one), $12,500,000 (tranche two) and $7,500,000 (tranche three). To the extent that the General Partner accepts subscriptions for any tranche and the proceeds resulting from such subscriptions do not equal the amount for such tranche set forth above, Mount Snow will make alternative arrangements to finance the balance of the tranche. If and when subscriptions received exceed $30,000,000, the next $22,000,000 will be allocated to Carinthia Ski Lodge LLC for the development of the Carinthia Ski Lodge.

To the extent that the General Partner accepts subscriptions for the development of the Carinthia Ski Lodge and the proceeds resulting from such subscriptions do not equal $22,000,000, Mount Snow will make alternative arrangements to finance the balance required to complete the project. Without altering the economic rights and obligations of the Partners, the General Partner, in its reasonable discretion, may at any time cause a Limited Partner to exchange its interest in the Partnership for an economically equivalent interest in Carinthia Group 2, L.P. The parties intend that the West Lake project and the Carinthia Ski Lodge project will stimulate economic activity and preserve and create jobs at the Resort and have a significant economic impact on the local economy within the State of Vermont Regional Center and reach into the Northeastern United States and the rest of the United States.

--2--

APPENDIX I DEFINITIONS "Act" means Chapter 23 of the Vermont Statutes (11 V.S.A. §§3401 et. seq.) and, to the extent applicable to limited partnerships, Chapter 22 of the Vermont Statutes (11 V.S.A. §§3201 et. seq.). “Adjusted Capital Account Deficit” means, with respect to any Partner, the deficit balance, if any, in such Partner’s Capital Account after giving effect to the following adjustments: (a) credit to such Capital Account any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to Treasury Regulation § 1.704-1(b)(2)(ii)(c), the penultimate sentence of Treasury Regulation § 1.704-2(g)(1), or the penultimate sentence of Treasury Regulation § 1.704-2(i)(5); and (b) debit to such Capital Account the items described in Treasury Regulation §§ 1.704-1(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulation § 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. “Administrative Fee” means a separate fee to be paid by each Limited Partner in accordance with such Limited Partner’s Subscription Agreement to reimburse and compensate the General Partner and/or its Affiliates for its costs incurred (or to be incurred) and/or services provided (or to be provided) in respect of Organizational Expenses, Pre-Operating Expenses and Syndication Expenses. “Affiliate” means, with respect to any Partner, any person that directly or indirectly controls, is controlled by, or is under common control with, such Partner. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise. “Agreement” means this Limited Partnership Agreement, as it may be amended and supplemented from time to time, and all Appendices attached hereto. “Alien Entrepreneur” means a Limited Partner who is not a citizen or lawful permanent resident of the United States and who is seeking to obtain conditional lawful permanent residency status in the United States through the EB-5 Immigrant Investor Program. “Ancillary Legal Interest” means all the rights of a Partner expressed or implied by this Agreement or arising under the Act (or otherwise at law or in equity), including the right to grant

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or withhold consents and approvals in Partnership affairs, but does not include the economic rights of a Partner encompassed by the definition of “Partnership Interest” below. “Available Cash” means all funds (including liquid investments) of the Partnership, from all sources, on hand from time to time, including (without limitation) all cash obtained from current activities and operations of the Partnership and from any sales of the assets of the Partnership and available to the Partnership after the General Partner has made reasonable provision (i) for the working capital requirements of the Partnership, to enable the Partnership to carry out its purposes, and (ii) to enable the Partnership to satisfy its contractual and other legal obligations to creditors. The General Partner's determinations as to the amount of Available Cash, from time to time, shall be conclusive. “Capital Account” means the capital account of each Partner established and maintained under this Agreement. "Capital Commitment", in respect of any Partner, means that which is agreed to be contributed to the capital of the Partnership by such Partner without regard to such Partner's Capital Contribution. “Capital Contribution” means, with respect to any Partner, the amount of cash and/or the mutually agreed fair value of the property actually contributed to Partnership capital by such Partner, as determined on the date of contribution. “Certificate” refers to the Certificate identified in the Preamble. "EB-5 Immigrant Investor Program" refers to a program that exists under and pursuant to the IN Act for the purpose of enabling Alien Entrepreneurs to obtain EB-5 visas under United States law. “Excess Losses” – see Section 9(b). “Fiscal Year” means the Partnership’s fiscal year, which shall commence on January 1 and end on December 31 of each year, except that such term shall also include any other period for which the Partnership is required to allocate Profits, Losses or any items of income, gain, loss or deduction. “General Partner” means Mount Snow GP Services, LLC, a Vermont limited liability company, and any other person who becomes a General Partner in accordance with this Agreement or the Act. “I-526 Petition” refers to USCIS Form I-526, Immigrant Petition by Alien Entrepreneur, to be filed by an Alien Entrepreneur with the USCIS under and in accordance with the EB-5 Immigrant Investor Program. “I-829 Petition” refers to USCIS Form I-829, Petition By Entrepreneur to Remove Conditions, to be filed by an Alien Entrepreneur with the USCIS under and in accordance with

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the EB-5 Immigrant Investor Program. "IN Act" means the Immigration & Nationality Act, 8 U.S.C.§ 1153. “Initial Limited Partner” means Douglas Hauer. “Limited Partner” means the Initial Limited Partner and any other person who becomes admitted as an Limited Partner in accordance with this Agreement. “Liquidation Trustee” means the person chosen, if a General Partner is not then serving as such, by a Supermajority-in-Interest of the Limited Partners to wind up the affairs of the Partnership in accordance with Section 3473 and other applicable provisions of the Act and this Agreement. “Losses” for any Fiscal Year or period means the excess, if any, of the items of loss and deduction over the items of income and gain of the Partnership as recorded on its financial accounting books and records for such Fiscal Year or period. “Majority-in-Interest of the Limited Partners” means those Limited Partners holding more than Fifty (50%) percent of the total of the Partnership Interests held by all Limited Partners. “Offering Memorandum” means that certain Private Placement Memorandum of Carinthia Group I, L.P. and Carinthia Group 2, L.P. dated February 27, 2014, as the same may be amended or supplemented. “Organizational Expenses” means the fees, costs and expenses of, and incidental to, the organization of the Partnership. Such expenses shall include any and all amounts categorized as “organizational expenses” under the Code, including without limitation, expenditures for legal, accounting and professional fees incurred in connection with the formation of the Partnership, structuring and preparation of this Agreement, organizational meetings and establishing the books and records of the Partnership. “Partners” means the General Partner and the Limited Partners, and each of them individually. “Partnership” means the limited partnership formed pursuant to the Certificate. “Partnership Interest” means a Partner’s economic rights under this Agreement to share in Profits and Losses and to receive distributions of Available Cash or other Partnership assets, but does not include a Partner’s Ancillary Legal Interest. “Pre-Operating Expenses” means the investigative fees, costs and expenses incidental to the creation of the Partnership and the fees, costs and expenses incurred prior to the commencement of operations of the Partnership. Such expenses shall include any and all amounts categorized as "start-up expenditures" under the Code.

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“Profits” for any Fiscal Year or period means the excess, if any, of the items of income and gain over the items of loss and deduction of the Partnership as recorded on its financial accounting books and records for such Fiscal Year or period. “Projects” means the West Lake project and the Carinthia Ski Lodge project, each as more fully described in Exhibit B. “Related Party Transaction” means any actual or proposed transaction of the Partnership directly or indirectly with any one or more of the General Partner or any Affiliate of the General Partner. “Subscription Agreement” means the Subscription Agreement included in Section 4 of the Offering Memorandum. “Supermajority-in-Interest of the Limited Partners” means those Limited Partners holding more than Sixty-Six and two-thirds (66-2/3%) percent of the total of the Partnership Interests held by all Limited Partners. “Syndication Expenses” means expenses incurred to promote the sale of, or to sell, Partnership Interests. “Tax Code” means the Internal Revenue Code of 1986, as amended from time to time. “Tax Distributions” – see Section 10(a) and Appendix II. “Tax Regulatory Requirements” means legal duties and requirements imposed by the Tax Code, Treas. Reg. 1.704 – 1(b)(a)(iv) or any other provision of the Income Tax Regulations promulgated under the Tax Code, as the same may be amended from time to time (and including corresponding provisions of any successor statutes or governmental regulations). “Transfer” includes an assignment, conveyance, grant or suffering the existence of a security interest or other lien or encumbrance, inter vivos gift and testamentary disposition, and any other disposition (whether voluntary or by operation of law) of a Partner’s Partnership Interest or Ancillary Legal Interest, in whole or in part; and in the case of the General Partner, also entering into a merger or other form of business combination transaction with, or issue of voting securities to, any person other than an Affiliate of the General Partner. “Unauthorized Conduct” means, with respect to any Limited Partner, directly or indirectly, (i) executing any instrument, (ii) conveying title to any Partnership property, (iii) making any oral or written admission or representation, (iv) accepting notice from any third party or service of process, (v) receiving money or property of a third party, or (vi) taking any action to bind the Partnership after dissolution or in connection with winding up its affairs; provided, however, the foregoing shall not apply to a person who has been (x) duly elected a manager or managing member of the General Partner, or (y) duly appointed by the General Partner as an officer, employee or agent of the General Partner, or the Partnership or (z) duly

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appointed as a Liquidation Trustee, when such person acts in any such indicated capacity. “Unit” means the smallest whole number representing the ownership share of a holder (whether or not the holder has been admitted as a Partner) in the aggregate of the Partnership Interests. “Unprotected Misconduct” means, with respect to the General Partner, either of the following: (i) any willful and material violation of law that has a material adverse financial effect upon the Partnership; or (ii) an intentional act or omission constituting fraud, embezzlement or misappropriation in connection with the business, assets and properties, accounts or reports of the Partnership. “USCIS” means the United States Citizenship and Immigration Services.

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APPENDIX II ADDITIONAL CAPITAL ACCOUNT MAINTENANCE, ALLOCATION AND DISTRIBUTION PROVISIONS I. Definitions. this Appendix II:

The following definitions are applicable to the requirements as set forth in

"Nonrecourse Deduction" has the meaning set forth in Treas. Reg. 1.704-2(b). "Partnership Minimum Gain" has the meaning set forth in Treas. Reg. 1.704-2(d). "Partner Nonrecourse Debt Minimum Gain" has the meaning set forth in Treas. Reg. 1.704-2(i). "Partner Nonrecourse Deduction" has the meaning set forth in Treas. Reg. 1.704-2(i). "Partner Nonrecourse Loan" means a loan made to, or credit arrangement for the benefit of, the Partnership by a Partner or by a person related to a Partner (as defined in Treas. Reg. 1.752-4(b)) which by its terms exculpates the Partners from personal liability on the debt, but under which such Partner or related person bears the ultimate economic risk of loss within the meaning of Treas. Reg. 1.752-2. II. Capital Accounts. If allocations are required pursuant to Parts III (B) (ii) or (iii) of this Appendix II, then the adjustments to the Capital Accounts of the Partners in respect of the property described therein shall be made in accordance with Treas. Reg. 1.704-1(b)(2)(iv)(g) for allocations to them of items of income, gain, loss and deduction (including depreciation, depletion, amortization and other cost recovery) as computed for book purposes, and no further adjustments shall be made to the Capital Accounts to reflect the Members' shares of the corresponding tax items. For purposes of computing such adjustments to the Capital Accounts, the Partnership will utilize the method of computing depreciation, depletion or amortization with respect to such property as is utilized for federal income tax purposes except that the property's value for book purposes will be used rather than its adjusted tax basis. III.

Allocations of Profits and Losses.

(A) Special Allocations. Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year prior to the making of any other allocations under this Agreement and in the following order of priority: (i) If there is a net decrease in Partnership Minimum Gain during any Fiscal Year such that an allocation is required by Treas. Reg. 1.704-2(f), items of income and gain shall be allocated to the Partners in the manner and to the extent required by such Regulation. This provision is intended to be a minimum gain chargeback within the meaning of Treas. Reg. 1.704-2(f)(1) and shall be interpreted and applied consistently therewith.

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(ii) If there is a net decrease in the minimum gain attributable to a Partner Nonrecourse Loan during any Fiscal Year such that an allocation is required by Treas. Reg. 1.704-2(i)(4) (minimum gain chargeback attributable to a Partner nonrecourse debt), items of income and gain shall be allocated in the manner and to the extent required by such Regulation. (iii) If a Partner receives any adjustments, allocations, or distributions described in subclauses (4), (5) or (6) of Treas. Reg. 1.704-1(b)(2)(ii)(d), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this subsection shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in Section 9 of the Agreement and this Paragraph (A) have been tentatively made as if this subparagraph (iii) were not in this Appendix. (iv) Nonrecourse Deductions, if any, for any Fiscal Year or period shall be allocated to the Partners in an amount equal, and in proportion, to the allocation of Profits for such Fiscal Year or period pursuant to Section 9 of the Agreement. (v) Any Partner Nonrecourse Deduction shall be allocated to the Partner who bears the economic risk of loss with respect to the loan giving rise to such deduction within the meaning of Treas. Reg. 1.752-2. (B)

Tax Allocations.

(i) For federal, state and local income tax purposes, all items of taxable income, gain, loss and deduction for each Fiscal Year shall be allocated among the Partners in accordance with the manner in which the corresponding items were allocated under Section 9 and the applicable provisions of this Appendix II, except as otherwise provided in this Paragraph (B). (ii) If property is contributed to the Partnership by a Partner and there is a difference between the basis of such property to the Partnership for federal income tax purposes and the fair market value at the time of its contribution, then items of income, gain, loss and deduction with respect to such property as computed for federal income tax purposes (but not for book purposes) shall be shared among the Partners so as to take account of such difference as required by Section 704(c) of the Tax Code. (iii) If property of the Partnership (other than property described in subparagraph (ii) of this Paragraph (B)) is reflected in the Capital Accounts of the Partners and on the books of the Partnership at a book value that differs from the adjusted basis of such property for federal income tax purposes by reason of a revaluation of such property, then items of income, gain, loss and deduction with respect to such property for federal income tax purposes (but not for book purposes) shall be shared among the Partners in a manner that takes account of the difference between the adjusted basis of such property for federal income tax purposes and its book value in the same manner as differences between adjusted basis and fair market value are taken into account in determining the Partners’ shares of tax items under Section 704(c) of II-2

the Tax Code. IV.

Tax Distributions.

(A) Within 90 days after the end of each Fiscal Year, the Partnership may, at the reasonable discretion of the General Partner, distribute to each Partner from Profits allocated to such Partner under Section 9 of the Agreement cash in an amount (the "Tax Distributions") equal to the product of (i) such allocated Profits, multiplied by (b) the highest individual U.S. federal income tax rate effective in such Fiscal Year (not including the rate of withholding applicable to nonresident alien partners under Section 1446 of the Tax Code). Tax Distributions shall be treated as non-interest bearing advances of, and shall be credited against, the first distributions otherwise to be made to such Partner in accordance with Section 10 of the Agreement. (B) The General Partner shall cause the Partnership to be responsible for making income tax payments to the Internal Revenue Service with respect to the nonresident alien Partners pursuant to Section 1446 of the Tax Code (the "Section 1446 Payments"), which payments shall constitute constructive distributions to such Partners (and shall be credited against the amount of distributions owing to each such Partner pursuant to the preceding Paragraph (A)). In the event that the Section 1446 Payments made on behalf of any particular Partner exceeds the Tax Distributions required to be distributed in accordance with the preceding Paragraph (A) to such Partner, such excess shall be treated as a loan to such Partner, which loan shall bear interest at 10% per annum, non-compounded, and (along with accrued interest) shall be withheld by the Partnership from the first distributions otherwise to be made to such Partner in accordance with Section 10 of the Agreement. (C) Notwithstanding the provisions of the preceding Paragraph (A), Tax Distributions otherwise required to be made to any Partner with respect to any Fiscal Year pursuant to this Part IV shall be reduced by the amount of any other cash distributions (other than in return of capital) made by the Partnership to such Partner during such Fiscal Year or within 90 days thereafter; provided, however, that any Tax Distribution made within 90 days after the beginning of any Fiscal Year with respect to a prior year shall be accounted for as a Tax Distribution for such prior Fiscal Year. (D) The Partnership, in the sole discretion of the General Partner, may make Tax Distributions to the Partners during any Fiscal Year to enable them to satisfy their liabilities to make estimated tax payments with respect to such Fiscal Year or the preceding Fiscal Year based on calculations of the Partners' estimated tax liabilities made pursuant to this Part IV as of such dates as the General Partner in its sole discretion may determine. V.

Allocations and Distributions upon Winding Up.

(A) Prior to any distribution relating to dissolution of the Partnership, the General Partner or the Liquidation Trustee shall adjust each Partner’s Capital Account to reflect the manner in which the unrealized income, gain, loss and deduction inherent in the Partnership’s property (that has not been reflected in the Partners’ Capital Accounts previously) would be II-3

allocated among the Partners if there were a taxable disposition of such property for the fair market value of such property (taking Section 7701(g) of the Tax Code into account) on the date of distribution. (B) Distribution to the Partners of the Partnership assets upon dissolution shall be made in accordance with the net credit balances in their respective Capital Accounts as determined after taking into account all Capital Account adjustments for the Partnership taxable year during which such dissolution and winding up occurs (other than those made pursuant to this Paragraph (B) or the following Paragraph (C)) by the end of such taxable year (or, if later, within 90 days after the date of such dissolution and winding up). (C) If the General Partner has a deficit balance in its Capital Account following the distribution of Partnership assets upon dissolution, as determined after taking into account all Capital Account adjustments for the taxable year during which such dissolution occurs (other than those made pursuant to this Paragraph (C)), the General Partner shall be required to restore the amount of such deficit to the Partnership as soon as practicable but in no event later than the end of such taxable year (or, if later, within 90 days after the date of the Partnership's liquidation), which amount shall be paid to the Partnership's creditors or distributed to the Partners in accordance with their respective positive Capital Account balances in accordance with Paragraph (B); provided, however, that no Partnership creditor may rely upon this sentence in order to create an obligation of the General Partner to pay a Partnership debt which the General Partner is not otherwise personally obligated to pay.

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CARINTHIA GROUP 2, L.P.

LIMITED PARTNERSHIP AGREEMENT

March 4, 2014

THE PARTNERSHIP INTERESTS (THE “SECURITIES”) OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. ADDITIONAL RESTRICTIONS ON TRANSFER OF THE

PARTNERSHIP INTERESTS OR INTERESTS THEREIN ARE SET FORTH IN THIS AGREEMENT.

27142904v.3

CARINTHIA GROUP 2, L.P. LIMITED PARTNERSHIP AGREEMENT

This Limited Partnership Agreement, dated as of March 4, 2014, is entered into between and among Mount Snow GP Services, LLC, a Vermont limited liability company, as the General Partner, AND Douglas Hauer as the Initial Limited Partner, and the additional persons listed Exhibit A hereto who have taken such steps as are set forth in and required by the Offering Memorandum and Subscription Agreement, who have joined herein and agreed to be bound hereby, and who have been admitted as Limited Partners to the Partnership by the General Partner, as Limited Partners. PREAMBLE The Partnership – 

was formed under the name CARINTHIA GROUP 2, L.P. pursuant to a Certificate of Limited Partnership filed in the office of the Secretary of State, State of Vermont on or about March 4, 2014, and is being organized under this Limited Partnership Agreement.



was formed to undertake certain lending transactions to facilitate development Projects and to stimulate economic activity and create full-time jobs, all as more fully described in the attached Exhibit B. AGREEMENTS

Therefore, with the intent to be legally bound, the parties agree that, from and after the date of this Agreement, the affairs of the Partnership shall be governed by, and its business shall be conducted in accordance with, the following terms and provisions: Section 1. Certain Definitions. Except as the context may otherwise require, when used in this Agreement, terms in capitalized form shall have the meanings ascribed to them in the attached Appendix I. Section 2.

Name, Organization, Limited Liability, Office and Agent.

(a)

As stated in its Certificate, the name of the Partnership is: CARINTHIA GROUP 2, L.P.

The Partnership may conduct business under any other name selected by the General Partner. (b) To the fullest extent permitted by law, the internal affairs of the Partnership shall be governed by, and its business shall be conducted in accordance with, this Agreement.

(c) To the fullest extent allowed by law, each Limited Partner will be protected and immune from personal liability for any and all debts, obligations and liabilities of the Partnership, or chargeable to the Partnership, and for the acts of any other Partner, employee or agent of the Partnership. (d) The street address and mailing address of the Partnership’s office in which shall be located the records required to be maintained by Section 3405 of the Act shall be 89 Grand Summit Way, West Dover, VT 05356. The General Partner may designate a different address of the Partnership’s office by amending the Certificate in accordance with the Act. (e) The name and address of the Partnership’s initial registered agent in Vermont are Thomas J. Montemagni, Esq., P.O. Box 2805, 39 Mount Snow Road, West Dover, Vermont 05356. The General Partner may designate a different name and address of its registered agent by amending the Certificate in accordance with the Act. Section 3. (a)

Purposes and Powers of the Partnership. The Partnership is organized for the purposes of ---

(i) assisting not more than 6 Alien Entrepreneurs make qualifying (socalled “at risk”) investments in a commercial enterprise which, though not restricted to such investments, that is intended to meet the requirements of Section 203(b)(5)(A)-(D) of the IN Act, thus making such Alien Investors eligible for the immigration benefits available under the EB-5 Immigrant Investor Program; (ii) using its reasonable efforts, assisting independent legal counsel acting for EB-5 Investors with the filing of each of the Alien Entrepreneur’s required petitions under the EB-5 Immigrant Investor Program with the USCIS; (iii) as noted in the Preamble, entering into the lending arrangements in respect of the Projects all as further described and defined in the attached Exhibit B and the Offering Memorandum, and otherwise carrying out the purposes of the Partnership as set forth therein. (b) The Partnership shall have and may exercise any right, power, franchise or privilege that a domestic corporation engaged in the same business might exercise under the laws of Vermont. The powers of the Partnership will therefore include those enumerated in Section 3.02 of the Vermont Business Corporation Act (11A V.S.A. §§1.01 et. seq.). Section 4. General Partner’s Powers, Authority and Duties; Engagement of Affiliates and Reimbursement of Expenses; Role and Activities of Limited Partners. (a) All powers of the Partnership referred to in Section 3(b) above and otherwise conferred by law shall be exercised by or under the authority of, and the business of the Partnership shall be conducted by or under the direction of, the General Partner. Accordingly, (i) No Partner, other than the General Partner acting in that capacity, shall have any right to participate in conducting or controlling the Partnership’s business or any -2-

authority to act as an agent of the Partnership. (ii) The Limited Partners shall have the right to participate in the management of the business of the Partnership -(1) by making suggestions or recommendations to the General Partner on issues of policy important to the Partnership; (2)

as set forth in Paragraph (b) below; and

(3) by voting on or otherwise consenting (or failing to consent) to matters reserved to the Limited Partners under this Agreement; provided, however, that no Limited Partner shall have the power or authority to bind the Partnership or to sign any agreement or document in the name of the Partnership, and, provided, further, that the foregoing provisions of this clause (ii) and the voting or approval of the Limited Partners as set forth in this Agreement shall not be deemed to be participation in the control of the business or affairs of the Partnership. (iii) Each Limited Partner shall be prohibited from engaging in any Unauthorized Conduct on behalf of the Partnership or in its name. (iv) The Partnership shall not be required to indemnify any Limited Partner (in its capacity as such) for any payments made in connection with the conduct of the Partnership’s business or the preservation of its business or property. (b) Notwithstanding Paragraph (a)(i) above, without the consent of a Majorityin-Interest of the Limited Partners, the General Partner shall not (i) amend or waive any provision of the West Lake Loan Documents or the Carinthia Ski Lodge Loan Documents (as defined in Exhibit B). (ii) take any action that would intentionally jeopardize or would reasonably be expected to jeopardize any of the limited partners’ capacity to be admitted to the United States of America as unconditional lawful permanent residents with their spouses and unmarried, minor children pursuant to the EB-5 Immigrant Investor Program; or (iii) (1) borrow from the Partnership any funds that (a) have been contributed to the Partnership as Capital Contributions from Alien Entrepreneurs or (b) have been received as interest payments on, or repayment of principal of, loans extended by the Partnership to West Lake, LLC and Carinthia Ski Lodge, LLC (where such loans were funded by the Capital Contributions of the Limited Partners) or (2) commingle such funds with the funds of any other entity; provided that Affiliates of the General Partner may borrow such funds from the Partnership solely for the borrower’s deployment of such funds in the Projects provided such borrowing does not intentionally jeopardize any of the Limited Partners’ capacity to be admitted to the United States of America as unconditional lawful permanent residents with their spouses and unmarried, minor children pursuant to the EB-5 Immigrant Investor Program.

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(c) The General Partner shall perform its functions in good faith; with such care, including reasonable skill, diligence and inquiry, as a person of ordinary prudence would use in similar circumstances; and in such manner as the General Partner reasonably believes to be lawful, practicable, in conformity with its duties of loyalty and care, and in furtherance of the purposes of the Partnership. (d) The General Partner may, in the name and on behalf of the Partnership, enter into Related Party Transactions or other agreements with third parties for the performance of services for and on behalf of the Partnership and the Limited Partners and obligate the Partnership to pay or reimburse the payment of compensation and fees for and on account of any such services; provided, however, that such compensation and fees are fair and reasonable as to the Partnership at the time the same are authorized. (e) The General Partner may make loans to the Partnership, in its discretion, which loans shall be (i) on terms that are fair and reasonable at the time such loans are made, and (ii) used by the Partnership for deployment in the Projects. Any such loans from the General Partner shall be repaid in full by the Partnership prior to any distributions being made by the Partnership to the Partners. (f) In the event of a default under the West Lake Loan Documents or the Carinthia Ski Lodge Loan Documents, the General Partner will act in a commercially reasonable manner in enforcing the Partnership’s rights thereunder. (g)

Each Alien Entrepreneur hereby acknowledges and agrees ---

(i) that, notwithstanding any provision of the Offering Memorandum, the Subscription Agreement or this Agreement to the contrary, the responsibility for the preparation, content and filing of each of the I-526 Petition and the I-829 Petition, and any other governmental forms required under or pursuant to an Alien Entrepreneur’s participation in the EB-5 Immigrant Investor Program, remains solely with such Alien Entrepreneur; (ii) to file his/her I-526 Petition within 90 days after becoming a Limited Partner and, in addition, to file all other applications and petitions respecting his/her lawful permanent resident status within the United States within a reasonable time of becoming eligible to do so; (iii) that it may be beneficial to file his/her I-829 Petitions as soon as he/she is entitled to do so in the event that fewer than all of the jobs projected to be created by the Project are actually created, recognizing that such jobs will be allocated with preference first to those Alien Entrepreneur whose I-829 Petitions are approved, and then to those Alien Entrepreneur who have obtained lawful permanent admission to the United States. Section 5. Other Activities of Partners Not Restricted. The General Partner shall not be deemed in violation of any legal or equitable duty or any duty under this Agreement by reason of, and no Limited Partner shall be prohibited from, directly or indirectly (i) making investments in and loans to other business ventures of any nature, independently of and without being held accountable to the Partnership and the other Partners, or (ii) rendering services to any such other business ventures. The foregoing shall apply whether or not the other venture is or will be engaged in a -4-

business the same or similar to the business of the Partnership. Section 6. Term. The Partnership shall continue for a term of 20 years from the date of admission of the last Limited Partner to be admitted. Section 7

Capital Contributions.

(a) Partnership Interests will be issued under this Agreement and held by the General Partner and the Limited Partners. For convenience of administration, Partnership Interests may, in the discretion of the General Partner, be denominated in Units, and such Partnership Interests (or Units) may be certificated. (b) (i) The General Partner shall contribute to the capital of the Partnership the amount set forth opposite its name on Exhibit A. (ii) The General Partner is authorized in its sole discretion, but shall not be obligated to any Limited Partner, to contribute additional amounts to the capital of the Partnership in order to fund the Partnership’s requirements for working capital. The General Partner acknowledges that any such additional contribution will be for the primary benefit of the General Partner or its Affiliates by enhancing the eligibility of the Alien Entrepreneurs to obtain the benefits of the EB-5 Immigrant Investor Program and, for that reason, the General Partner’s Partnership Interest and its Ancillary Legal Interest shall not be increased by any such additional Capital Contribution. (c) The Initial Limited Partner shall not be required to make a Capital Contribution. See Section 15(e). (d) (i) Each Limited Partner, other than the Initial Limited Partner, shall contribute to the capital of the Partnership the amount (not less than US$500,000) so committed by such Limited Partner in its Subscription Agreement (and shown on Exhibit A). (ii) As a condition to the acceptance of the Limited Partner’s Capital Contribution, each Alien Entrepreneur, simultaneously with the submission of its Capital Contribution, shall also be required to pay the Administrative Fee to the General Partner (which payment shall be separate from, and not be accounted for as, a Capital Contribution). Upon the acceptance of the related, executed Subscription Agreement, the Capital Contribution and the Administrative Fee by the General Partner, such Limited Partner shall be deemed to have been admitted as a Limited Partner under this Agreement. No Limited Partner will be required to make any additional contributions of capital beyond the amount of such Partner’s Capital Commitment. Section 8. Capital Accounts. A Capital Account shall be established and maintained on the Partnership’s books for and in the name of each Partner. Each Capital Account shall reflect the dollar amounts of the respective Partners’ (i) Capital Contributions, (ii) allocable share of Profits and Losses realized in each Fiscal Year from the conduct of business and other transactions and activities of the Partnership, and (iii) distributions made to them. Allocable shares of Profits and Losses shall be determined and recorded in the Capital Accounts in accordance with Section 9 below. Distributions shall be made and recorded in the Capital Accounts in accordance with -5-

Section 10 below. The Capital Accounts shall also be adjusted if and when required by Appendix II or other Tax Regulatory Requirements. Section 9.

Allocation of Profits and Losses Among Partners.

(a) Profits and Losses for each Fiscal Year shall be allocated among the Partners in the following manner: (i) 0.01% to the General Partner; and (ii) 99.99% to the Limited Partners, to be allocated and distributed among the Limited Partners as reasonably determined by the General Partner after taking into account the date on which (A) each Limited Partner made his or her investment, and (B) the Partnership used such investment to advance loans to the Projects, and once such determination by the General Partner is made, then among the Limited Partners who are similarly situated with respect to the above criteria in proportion to their respective Capital Contributions invested in the loans described on Exhibit B. (b) Losses incurred in any Fiscal Year shall not be allocated to the Capital Account of any Limited Partner to the extent that the allocation would cause such Limited Partner to have an (or to cause an increase in such Limited Partner’s) Adjusted Capital Account Deficit at the end of such Fiscal Year. Losses which cannot be allocated to a Limited Partner on account of this limitation (the “Excess Losses”) shall be allocated to the Capital Account of the General Partner. Profits realized in any Fiscal Year after allocation of Excess Losses to the General Partner’s Capital Account shall first be allocated to offset the cumulative balance of Excess Losses in the General Partner’s Capital Account. Section 10. Distributions. Except as otherwise provided in Section 17(c) below (relating to winding up of the Partnership), distributions to the Partners on behalf of the Partnership shall be made by the General Partner only from Available Cash and in accordance with the following provisions: (a) Tax Distributions may be made in order to defray the federal income tax liabilities arising from the Partners’ Partnership Interests at the time indicated in, and calculated in accordance with, and subject to the terms of, Appendix II. (b) No distributions shall be made to any Partner in an amount that would give rise to, or increase, a negative balance in such Partner's Capital Account. (c) Subject to the remaining provisions of this Section 10 or Section 17, distributions by the Partnership shall be made among the Partners in the following order or priority: (i) First, among the Partners in proportion to their Undistributed Income until the Undistributed Income of each Partner is zero. (ii) (iii) balance. (d)

Second, to each Partner in proportion to its Unreturned Capital Contributions. Thereafter, to each Partner in proportion to such Partner’s Adjusted Capital Account

For purposes of this Section 10:

-6-

(i) “Undistributed Income” shall mean, with respect to a Partner, the aggregate Profits allocated to such Partner, less the aggregate Losses allocated to such Partner, less any previous distributions to such Partner under Section 10(c)(i). (ii) “Unreturned Capital Contributions” shall mean, with respect to a Partner, the Partner’s aggregate Capital Contributions, less any previous distributions to such Partner under Section 10(c)(ii). (iii) “Adjusted Capital Account” shall mean, with respect to a Partner, such Partner’s Capital Account, (i) increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is treated as being obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), and (ii) decreased by the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Section 11.

Reports; Confidentiality.

(a) On or earlier than March 15 of each calendar year (or within 75 days after the end of any Fiscal Year which is not a calendar year), the General Partner shall cause to be prepared and submitted to each Limited Partner an annual report of the Partnership for such Fiscal Year. The annual report shall include (i) the balance sheet of the Partnership as of the last day of such Fiscal Year and statements of profit or loss and cash flows of the Partnership for such Fiscal Year, all prepared in accordance with the method of accounting used by the Partnership for U.S. federal income tax purposes, and (ii) a narrative commentary setting forth the General Partner’s analysis of the Partnership’s financial condition and results and a description of material developments in the Partnership’s business during the Fiscal Year. The report shall be accompanied by a supplementary schedule showing the entries to the Partners’ Capital Accounts (individually and in the aggregate) in respect of such Fiscal Year, together with all other information necessary for the Partners to prepare their federal and state income tax returns. (b) In connection with the dissolution and winding up of the Partnership, the General Partner or the Liquidation Trustee shall furnish to each Partner a termination report containing the balance sheet and statements of profit or loss and cash flows of the Partnership as of and for the period ended on the substantial completion of the dissolution and winding up of the Partnership, together with a supplementary schedule showing the final entries to the Partners’ Capital Accounts (individually and in the aggregate). (c) Each Partner acknowledges and agrees that the information contained in the reports delivered pursuant to this Section 11, and all other information and data relating to the Partnership and the business and affairs of the Partnership delivered to or obtained by any of the Partners, shall be deemed and treated by them as confidential and proprietary to the Partnership. In addition to the other duties imposed by this Agreement or the Act, each Partner shall be required to refrain from using or divulging such information in a manner that would or might interfere with carrying out the Partnership’s purposes or cause damage to the Partnership’s economic prospects, good will or commercial standing. The foregoing provisions of this Paragraph (c) shall not be -7-

deemed to limit or supersede the right, power and authority of the General Partner to protect trade secrets and other information on behalf of the Partnership or to comply with legal or contractual obligations applicable to the Partnership. Section 12.

Indemnification.

(a) To the fullest extent allowed by the Act or otherwise by law, the Partnership shall indemnify the General Partner, and each of its managers, managing members and members, and their respective officers, employees and agents (in its capacity as such), and hold each of them harmless against and from, and where requested advance amounts for the payment of, (i) any and all costs, expenses and fees reasonably paid or incurred in the defense of any claims, demands and causes of action threatened, asserted or filed against the General Partner, and/or any of its managers, managing members and members, and their respective officers, employees and agents, and related to the affairs of the Partnership and/or the conduct of its business, (ii) amounts reasonably paid in settlement of any such claims, demands and causes of action, and (iii) liabilities and damages incurred as a result thereof. (b) The rights to indemnification set forth in Paragraph (a) above shall apply to claims, demands and causes of action threatened, asserted or filed in any court, other tribunal or arbitral forum (i) derivatively on behalf of the Partnership, (ii) by or on behalf of a Limited Partner or former Limited Partner in its own right, and/or (iii) by or on behalf of a third party, including any creditor, creditor representative or governmental agency; provided, however, that the rights to such indemnification shall not apply where Unprotected Misconduct is determined to have taken place by the General Partner pursuant to a final non-appealable judgment of a court of the United States. Section 13. Exculpation from Liability. Neither the General Partner, nor any of its managers, managing members and members, and their respective officers, employees and agents, shall be liable to the Partnership or any Limited Partner for any errors of judgment or for any other actions taken or omissions made, except only where Unprotected Misconduct or a willful violation of this Agreement is determined to have taken place by the General Partner pursuant to a final nonappealable judgment of a court of the United States. Section 14.

Termination of General Partner.

(a) A Supermajority-in-Interest of the Limited Partners shall have the right to terminate the General Partner’s powers and authority under Section 4 above and under the Act, and to remove the incumbent from its position as General Partner, upon the occurrence of either of the following items (i) or (ii) and the adoption of a resolution so directing. Such termination shall be effective upon the date set forth in such resolution, if adopted because of and within a reasonable time after: (i) Unprotected Misconduct is determined to have taken place by the General Partner pursuant to a final non-appealable judgment of a court of the United States; or (ii) the willful and wrongful failure or refusal by the General Partner to substantially perform its functions under Section 4(a) above after notice of such failure or refusal has been provided to the General Partner and the General Partner has failed to cure such failure or refusal within 60 days of receipt of such notice. -8-

Notwithstanding the prior provisions of this Paragraph (a), no such termination and removal shall be effective unless and until, in addition to the requirements set forth above, a Supermajority-inInterest of the Limited Partners shall have appointed a new General Partner who or which is an Affiliate of the terminated and removed General Partner and such Affiliate shall have joined in this Agreement in the capacity as such new General Partner, whereupon such new General Partner shall be deemed to have been admitted as such (except that in the case of a removal pursuant to clause (a)(i) above, the new General Partner need not be an Affiliate of the terminated General Partner). (b) (i) Except as described in Section 15(b), the General Partner shall not have any right to withdraw from the Partnership. Unless consented to by a Supermajority-inInterest of the Limited Partners, a resignation or similar act by the General Partner abdicating its position or functions shall constitute a breach of this Agreement and an “event of withdrawal of the general partner” under Section 17(a)(v) below. (ii) A termination of the General Partner under Paragraph (a) above shall not constitute a breach of this Agreement, but shall be deemed an “event of withdrawal of the general partner” under Section 17(a)(v) below. (c) If, at the time of the termination, removal or resignation of the General Partner as described in Paragraphs (a) and/or (b) above, the affected or subject General Partner’s Capital Account has a negative balance, such General Partner shall be required to contribute to the capital of the Partnership such amount as will cause such Capital Account balance to be increased to zero. (d) If the business of the Partnership is continued with a replacement General Partner after an “event of withdrawal of the general partner”, as permitted by Section 17(a)(v) below, the Partnership shall be required to redeem the Partnership Interest of the terminated General Partner by payment in cash of an amount equal to the positive balance (if any) of its Capital Account as of the effective date of termination, such payment to be made within 270 days thereafter. If the balance of the terminated General Partner’s Capital Account is not positive as of the effective date of termination, its Partnership Interest shall nevertheless be surrendered and cancelled, without any payment by the Partnership. The foregoing provisions shall not affect any rights of the terminated General Partner: (i) to receive distributions in respect to its Partnership Interest under Section 10 above prior to completion of the redemption or surrender thereof, or (ii) to indemnification under Section 12 above; nor shall they constitute a release of any liabilities the terminated General Partner may have to the Partnership as a consequence of a breach (if any) of this Agreement. Section 15. Partnership Interests; Transfers; Admission of Substitute or Additional Limited Partners; Withdrawals. (a) The provisions of this Section 15 shall constitute an encumbrance upon all Partnership Interests and Ancillary Legal Interests. Any Transfer or purported Transfer by a Partner in violation of this Section 15 shall constitute a breach of duty under this Agreement. The Partnership shall not be required to recognize or give effect to any purported Transfer that has not been made in compliance with this Section 15.

-9-

(b) All Transfers by the General Partner shall be prohibited unless made to an Affiliate of the General Partner. (c) (i) No Transfer by any Alien Entrepreneur shall be recognized by the Partnership or recorded in the Partnerships records unless such Alien Entrepreneur shall have submitted to the Partnership and the General Partner, in such form as shall be acceptable to the General Partner in its sole and absolute discretion, an acknowledgement that the subject Transfer may disqualify such Alien Entrepreneur for eligibility under the EB-5 Immigrant Investor Program and a release of the Partnership and the General Partner from all damages, whether direct, indirect, consequential or other, and all other consequences therefrom. (ii) No Limited Partner shall have the power to give any person the right to be admitted to the Partnership as a Limited Partner. Except as provided in Section 7(d), any person who has acquired any Partnership Interest shall be admitted as a Limited Partner, and thereby succeed to the related Ancillary Legal Interest, only (x) with the approval of the General Partner in its sole and absolute discretion, (y) upon its execution and delivery of an instrument, in such form as the General Partner may require, whereby such person will become bound by this Agreement, and (z) if such person or the subject Limited Partners pays for all expenses incurred by the Partnership in connection with such person's becoming a Limited Partner. (iii) Notwithstanding clauses (i) and (ii), a Transfer by testamentary disposition of a Partnership Interest to an Alien Entrepreneur’s spouse or child(ren) shall automatically cause such transferee(s) to be admitted to the Partnership as a Limited Partner(s) and thereby succeed to the related Ancillary Legal Interest. (d) Except as provided in this Paragraph (d), no Limited Partner may withdraw from the Partnership. An Alien Entrepreneur may withdraw from the Partnership by giving written notice to the General Partner (with such supporting documentation as the General Partner may reasonably request) --(i) to the effect that such Alien Entrepreneur’s I-526 Petition has been denied by the USCIS for reasons other than fraud committed by or the material misrepresentation of such Alien Entrepreneur; provided, however, that this clause (i) shall be applicable only if the General Partner actually receives such notice not later than 30 days following such denial. (ii)

within 30 days following the fulfillment of the all of the following

conditions: (1) the regional center pilot program, created in support of the EB-5 Immigrant Investor Program as described in the Offering Memorandum (the “Pilot Program”) lapsed after the filing of his or her I-526 Petition but prior to its adjudication; AND (2) the Pilot Program was not reauthorized, or replaced by another program providing substantially the same immigration status benefits as the Pilot Program, within 12 months of such lapse (and such reauthorization or replacement is not then-pending); AND (3)

such I-526 Petition has not been adjudicated.

- 10 -

In either of the events described in clauses (i) or (ii) above, within 90 days of the General Partner’s receipt of such notice (and such supporting documentation), the General Partner shall cause the Partnership to return to such Alien Entrepreneur, in full satisfaction of its rights and interests in, to and under its Partnership Interest and its Ancillary Legal Interest, the amount of such Alien Entrepreneur’s Capital Contribution, whereupon such Alien Entrepreneur shall, automatically and without more, be deemed to have dissociated from the Partnership. (iii) to the effect that such Alien Entrepreneur wishes to withdraw, in which event the General Partner, in its sole and absolute discretion, is authorized (but shall not be required) to allow a Limited Partner to withdraw from the Partnership. Without limiting the General Partner’s discretion under the immediately preceding sentence, as a condition to authorizing withdrawal under this clause (iii), the subject Limited Partner is required to (i) accept in full satisfaction of its rights and interests in, to and under its Partnership Interest and its Ancillary Legal Interest ninety (90%) percent of the lesser of (x) the balance (but not less than zero) of its Capital Account, or (y) its Capital Contribution, (ii) deliver to the Partnership an acknowledgement that the subject withdrawal may disqualify such Limited Partner for eligibility under the EB-5 Immigrant Investor Program and a release of the General Partner and the Partnership from any direct or consequential damages and all other consequences therefrom, and (iii) deliver to the Partnership and the General Partner such other agreements as the General Partner may require. Upon the delivery of the documents and payment of the amount described above, the subject Limited Partner shall, automatically and without more, be deemed to have dissociated from the Partnership. (e) The Limited Partners acknowledge that any withdrawal under Paragraph (d) above may necessitate the replacement of the capital that was or is to be paid to the withdrawing Alien Entrepreneur. The General Partner may, at any time and from time to time -(i) create such additional classes of Partnership Interests having such relative rights, powers and duties as such General Partner may establish, including rights, powers and duties equal or junior to existing Partnership Interests; and (ii) whether or not in connection with clause (i) above, designate one or more persons for admission as a Limited Partner and, in connection therewith, determine the amount and the time or times at which shall be made, such person's Capital Contribution, the Partnership Interests to which such person shall be entitled, and all other terms and conditions of such person's admission as a Limited Partner (and in connection with which any such admission, Exhibit A shall be modified as appropriate). Each Limited Partner hereby consents to the admission to the Partnership of any additional Limited Partner in accordance with this Paragraph (e). (f) Notwithstanding the foregoing, the Initial Limited Partner shall, automatically and without more, be deemed to have dissociated from the Partnership upon the admission of the first additional Limited Partner to be admitted. (g)

Notwithstanding any other provision of this Section 15, (i)

the General Partner may suspend all Transfers for a period of up to 12 - 11 -

months whenever the General Partner reasonably determines, or is advised by counsel, that in light of previous Transfers, any subsequent Transfer may reasonably be expected to result in a termination of the Partnership under Tax Regulatory Requirements; and (ii) the General Partner will prohibit any Transfer (a) unless, in the opinion of counsel for the Partnership or such other counsel satisfactory to the General Partner, such Transfer will not violate, or cause the original issuance of Partnership Interests or the Partnership to be in violation of, the securities laws, rules or regulations of the United States, including without Limitations the Investment Company Act of 1940 any state thereof or any other jurisdiction, or (b) if such Transfer would jeopardize the ability of any other Limited Partner to qualify under the EB-5 Immigration Investor Program to become a conditional lawful permanent resident of the United States. (h) Upon the Transfer of any Partnership Interest, the Partnership may elect, in the sole and absolute discretion of the General Partner, to adjust the basis of the Partnership property under Tax Regulatory Requirements. (i) Upon the occurrence of the various events described in this Section, the General Partner shall make appropriate modifications to Exhibit A; provided, however, that the failure to make such modifications shall not affect the substantive rights or obligations of the affected parties. (j) Nothing in this Agreement constitutes or is intended to constitute a guaranty of repayment of a Limited Partner’s Capital Contribution or an agreement to redeem or repurchase a Limited Partner’s Partnership Interest or its Ancillary Legal Interest. Section 16.

Action by and Meetings of the Limited Partners.

(a) Any consent, approval or determination in regard to any Partnership matter committed by this Agreement or the Act for decision (in whole or in part) by the Limited Partners may be (or shall be deemed to have been) expressed as follows: (i)

by the signed written consent of a Limited Partner with or without a

meeting; (ii) by a Limited Partner's failure to respond to a written request for consent sent by the General Partner to such Limited Partner, which failure to respond continues for at least 30 days after the date upon which such request was deemed received by such Limited Partner (which date shall be determined with reference to the date set forth in the return receipt with respect to the mailing or delivery of such request by the General Partner); or (iii) by the affirmative vote of a Limited Partner or its duly authorized proxy, registered orally or in writing at any meeting called to consider such matter and attended, in person or by representatives holding written proxies, by a Supermajority-in-Interest of the Limited Partners. (b) Any matter requiring the vote, consent, approval, determination, election or agreement of the Limited Partners pursuant to any provision of this Agreement or by law may be - 12 -

considered at a meeting, to be held at the principal office of the Partnership or at such other place as may be specified by the General Partner, or may be held by means of conference telephone or similar methods of communication during which all persons participating may be heard simultaneously, not fewer than five (5) days nor greater than sixty (60) days after written notice thereof shall have been given by the General Partner. The General Partner may give such notice in its discretion at any time, but shall be required to give such notice within fifteen (15) days after receipt of a written request for such meeting from the Limited Partners holding a majority of the total Partnership Interests held by all Limited Partners. Section 17.

Dissolution and Winding Up of Partnership; Distribution of Assets.

(a) The Partnership shall dissolve upon the final and non-appealable adjudication of all I-829 Petitions filed by all Alien Entrepreneurs; provided, however, that the Partnership shall not dissolve until the occurrence of the earliest of the following events to occur: (i)

the expiration of the term of the Partnership as set forth in Section 6

above; (ii) the repayment to the Partnership of the Loan (as described and defined in the Offering Memorandum) and all other loans as the Partnership may make consistent with the carrying out of its purposes as described in Section 3 and in furtherance of the completion of the Projects, together will all interest and other amounts due thereon; (iii) the written consent of the General Partner and a Supermajority-inInterest of the Limited Partners; (iv)

the written consent of all Limited Partners;

(v) an “event of withdrawal of the general partner” within the meaning of Section 3432 of the Act, unless there is at least one General Partner then remaining in office or within 90 days after such event, a Supermajority-in-Interest of the Limited Partners has, by written consent, appointed a replacement General Partner and determined to continue the business of the Partnership, and the replacement General Partner has become legally bound by this Agreement (as the same may be amended); (vi)

the sale of all or substantially all of the assets of the Partnership;

(vii) the entry of a final judgment, order or decree of a court with competent jurisdiction adjudicating the Partnership to be bankrupt, and the expiration of the period, if any, allowed by applicable law in which to appeal therefrom; or (viii) to the extent not otherwise inconsistent with this Section 17(a), as provided in the Act. (b) After an event of dissolution, the General Partner or the Liquidation Trustee shall wind up the affairs of the Partnership, and marshal, liquidate and distribute its assets in accordance with the Act; provided, however, the General Partner or the Liquidation Trustee shall have full power and authority to defer liquidation of, or refrain from liquidating, any assets of the - 13 -

Partnership if such action is deemed by the General Partner or the Liquidation Trustee to be in the best interests of the Partnership’s creditors and the Partners. (c) Distributions relating to dissolution shall be made as provided in Appendix II and may be made in cash or other property (or a combination thereof). (d) No Limited Partner shall have any obligation to restore any negative balance in its Capital Account upon dissolution or liquidation of the Partnership or otherwise, except as may be required by the Act. Section 18.

Amendment of Agreement.

(a) This Agreement, including this Section 18, may be amended in whole or in part only with the written consent of the General Partner, provided, however, that (i) each Limited Partner to be affected must give its written consent to any amendment that would (A) increase the amount of the Capital Contribution payable by such Limited Partner, (B) increase the liability of such Limited Partner, or (C) cause such Limited Partner’s share of the Partnership’s assets to be modified unless all interests of persons or entities who are Partners are similarly modified, and (ii) the additional consent of a Supermajority-in-Interest of the Limited Partners shall be required in connection with any amendments that would (A) change the purpose of the Partnership, (B) jeopardize the limited partners’ capacity to be admitted to the United States of America as unconditional lawful permanent residents with their spouses and unmarried,, minor children pursuant to the EB-5 Immigrant Investor Program, (C) modify in a manner adverse to the Limited Partners any of the provisions of this Agreement, (D) impose additional obligations on the Limited Partners, or (E) change the conditions for admission to the Partnership as a Limited Partner. (b) Notwithstanding Paragraph (a) above, this Agreement may be amended by the General Partner without the approval of the Limited Partners (i) if such amendment is for the purpose of documenting admission of a person as a General Partner or a Limited Partner in accordance with the provisions of Sections 7(d), 14 or 15 above, (ii) as and to the extent determined by the General Partner to be necessary to comply with the IN Act or the rules, regulations or other administrative requirements of USCIS in order to comply with the requirements of and under the EB-5 Immigrant Investor Program, or (iii) to merely cure any ambiguity, or correct or supplement any provision of this Agreement which may be inconsistent with any other provision of this Agreement, but only in a manner not inconsistent with the provisions of this Agreement, the purposes of the Partnership, or the Offering Memorandum. (c) Without the express written consent of each Partner affected thereby, no amendment shall reduce the Capital Account of any Partner or its rights to allocations and distributions with respect thereto. The General Partner shall give prior written notice of any proposed amendment to all of the Partners, which notice shall set forth the text of the proposed amendment. (d) If the General Partner changes the conditions for admission of a Limited Partner to the Partnership, any such new Limited Partners who are not admitted as Alien Entrepreneurs will not be included among the Limited Partners for voting purposes with respect to any action or amendment to this Agreement that (1) expressly requires the consent of a Supermajority-in-Interest of the Limited Partners, and (2) that eliminates rights safeguarding the - 14 -

economic and EB-5 benefits accruing to the Alien Entrepreneurs. Section 18A. Parallel Partnership. (a)

Section 19.

General. The Limited Partners acknowledge that the Partnership shall seek exemption from registration as an “investment company,” within the meaning of the Investment Company Act, through qualification under Section 3(c)(7) of the Investment Company Act. The General Partner shall also form a parallel partnership ( the “ICA Fund”) which shall be governed by an agreement the terms of which are substantially identical to those of this Agreement, but shall seek exemption from such registration through qualification under Section 3(a)(1) of the Investment Company Act (and shall restrict Transfers of its fund interests accordingly). In order to most efficiently seek exemption from such registration for both the Partnership and the ICA Fund without materially altering the economic rights and obligations of the Partners, the General Partner, in its reasonable discretion, may at any time cause a Limited Partner to exchange its interest in the Partnership for an economically equivalent interest in the ICA Fund or vice versa. Power of Attorney.

(a) Each Limited Partner hereby makes, constitutes and appoints the General Partner with full power of substitution and resubstitution, its true and lawful attorney, for it and in its name, place and stead, with full power and authority to sign, execute, certify, acknowledge, swear to, file and record all instruments amending, supplementing or canceling the Certificate, as the same may hereafter be amended, supplemented or canceled consistent with the terms of this Agreement and as may be appropriate, and to sign, execute, deliver, certify, acknowledge, swear to, file and record such other agreements, instruments or documents (i) as may be necessary or advisable (A) to reflect the exercise by the General Partner of any of the powers granted to it under this Agreement, or (B) to reflect the admission to the Partnership of any Limited Partner or the dissociation of any Limited Partner, in the manner prescribed in this Agreement; or (ii) which may be required of the Partnership or of the Partners by the laws of the State of Vermont or any other jurisdiction for the proper conduct of the Partnership’s business. Each Limited Partner authorizes such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving the General Partner, as attorney-in-fact, full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in and about the foregoing as fully as such Limited Partner might or could do if personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. (b) The power of attorney granted pursuant to Paragraph (a) of this Section 19 (i) is a special power of attorney coupled with an interest and is irrevocable; (ii) may be executed by each such attorney-in-fact by listing all of the Limited Partners executing any agreement, certificate, instrument or document with the single signature of any such attorney-in-fact acting as attorney-in-fact for all of them; - 15 -

(iii) shall survive the delivery of a proper assignment by a Limited Partner of its Partnership Interest, except that where the purchaser, transferee or assignee thereof has the right to be, or with the consent of the General Partner is admitted as, a Limited Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to execute, acknowledge, swear to, file and record any such agreement, certificate, instrument or document necessary to effect such admission; and (iv) shall be binding on any permitted assignee of a Limited Partner’s Partnership Interest. Section 20.

Dispute Resolution Procedures.

(a) Arbitration of Disputes. Any unresolved claim, controversy or dispute arising with respect to the interpretation of this Agreement (including the scope and application of this Section 20), or the performance of any duty under this Agreement or the Act, between or among any of the Partners or the Partnership (a "Dispute") shall be submitted to final and binding arbitration pursuant to the following provisions of this Section 20: (i) Any party to an unresolved Dispute shall have the right to file a written Demand for Arbitration pursuant to this Section 20 with the Vermont Regional Office of the American Arbitration Association nearest to the office of the Partnership in Vermont, whereupon such party shall simultaneously send a copy of such Demand to the other party or parties to such Dispute. (ii) Arbitration proceedings under this Section 20 shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except that all substantive decisions and awards rendered shall be accompanied by a written opinion setting forth the rationale for such decisions and awards. (iii) Venue for all evidentiary hearings conducted in such proceedings shall be in the County in which the office of the Partnership in Vermont is located, unless otherwise mutually agreed by the parties thereto. (iv) Unless otherwise agreed by the parties thereto, arbitration proceedings under this Section 20 shall be conducted before one impartial arbitrator selected through the procedures of the American Arbitration Association. (v) To the extent practicable, the arbitration proceedings under this Section 20 shall be conducted in such manner as will enable completion within 120 days after the filing of the Demand for Arbitration hereunder. (b) Awards. On all matters, the decisions and awards of the arbitrator shall be determinative. Any award hereunder may include an order directing a party to perform and prohibiting a party from violating its duties under this Agreement and the Act. The award may include an allocation of legal fees, costs of arbitration and interest to the substantially prevailing party, but punitive damages shall not be allowed. The award may be enforced in such manner as allowed by law. - 16 -

(c) Injunctive Relief. The parties agree that during the pendency of any arbitration, if injunctive relief is not able to be granted through the arbitration, then a party shall be permitted to seek such relief through a court of applicable jurisdiction. Section 21.

Miscellaneous.

(a) Any payment, notice or other communication given pursuant to any provision of this Agreement or the Act shall be in writing and shall be deemed to have been delivered if sent by electronic mail (e-mail) as well as by facsimile transmission (to the coordinates provided by the recipient), or if sent by a reputable courier service, postage and charges prepaid: (i) To the Partnership or the General Partner, if addressed to the office of the Partnership in Vermont. (ii) To any Limited Partner, if addressed to that Limited Partner at its business or residence address shown in the Partnership records. (b) Section references contained in this Agreement relate to sections of this Agreement unless specific reference is made to the Act. References herein to persons includes entities as well as natural persons. (c) The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remainder of this Agreement. (d) The provisions of this Agreement, as written in English, control their respective meanings and effects. No translation hereof into another language shall affect the provisions or enforceability hereof as written and determined in English. (e) The laws of the State of Vermont, excluding its choice of law provisions, shall govern this Agreement. (f) This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one Agreement. (g) The terms of this Agreement supersede any description of the Partnership as discussed or appearing in any other document, including any oral or written communication between or among the parties and/or their respective counsel. (h) Each and every covenant, term, provision and agreement herein contained shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and assigns. (i) A copy of the Certificate and each amendment thereto and cancellation thereof, and any other document filed by the Partnership or the General Partner in the office of the Secretary of State, State of Vermont shall be delivered to any Limited Partner requesting same, but - 17 -

not otherwise.

[EXECUTION PAGE FOLLOWS]

- 18 -

._O3/.W/2A74

t3i20

6L428A3O34

HYATT REGENCY

wlTNEsstheduecxeoutionhereofasofthedateffstsetforthabovc.

GENERALPARTNER: LLI : MOTNTSNOWGPSERVICESI,

iNITIAL LIMITEDPARTNER:

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PAGE A2/83

EXHIBIT A

Name and Address

Capital Contribution

Partnership Interest

General Partner: Mount Snow GP Services, LLC 89 Grand Summit Way PO Box 2805 West Dover, VT 05356

$

0.01%

Limited Partners: $

%

$

%

$

%

$

%

$

%

$

%

Total Partnership Interests of All Limited Partners:

-i-

99.99%

EXHIBIT B DESCRIPTION OF PROJECT AND LOAN The total anticipated investment from Qualified Investors is $52,000,000. The Partnership and Carinthia Group 1, L.P. (collectively, the “Partnerships”) will use the proceeds of their offerings to fund loans that will be advanced to newly created wholly-owned subsidiaries of Mount Snow Ltd. (“Mount Snow”) to finance the development of two capital projects for the Mount Snow Ski Resort in West Dover, Vermont (the “Resort”). The Resort is owned and operated by Mount Snow which is a wholly owned subsidiary of Peak Resorts, Inc. In essence, the Alien Entrepreneurs will invest in the Partnerships which will in turn loan the Alien Entrepreneurs’ funds directly to the developers of the job-creating projects, West Lake, LLC and Carinthia Ski Lodge, LLC as described below. The Partnerships will establish a non-revolving line of credit facility and collectively loan up to $30,000,000 to West Lake LLC, a wholly-owned subsidiary of Mount Snow, to facilitate the construction of a new water storage reservoir and dams for snowmaking with capacity of up to 120 million gallons, three new pump houses and the installation of snowmaking pipelines, trail upgrades and expansion, new ski lift and ancillary equipment (the "West Lake project"). The line of credit will be in the minimum amount of $500,000 and a maximum principal amount of $30,000,000 based upon the number of units sold pursuant to the offering described in the Offering Memorandum. The line of credit will be extended pursuant to a loan agreement between the Partnerships and West Lake LLC and will be evidenced by a non-revolving line of credit note and subject to a guaranty of collection by Peak Resorts, Inc. (collectively, the "West Lake Loan Documents"). The Partnerships will establish a non-revolving line credit facility and collectively loan up to $22,000,000 to Carinthia Ski Lodge LLC, a wholly-owned subsidiary of Mount Snow, for the construction of Carinthia Ski Lodge, a new three-story approximately thirty six thousand square-foot skier service building located at the base of the Carinthia slopes providing a restaurant, cafeteria and bars with seating for over six hundred people, a retail store, convenience store and sales center for lift tickets and rentals (the "Carinthia Ski Lodge project"). The line of credit will be in the minimum amount of $500,000 and a maximum principal amount of $22,000,000 based upon the number of units sold pursuant to the offering described in the Offering Memorandum. The line of credit will be extended pursuant to a loan agreement between the Partnerships and Carinthia Ski Lodge LLC and will be evidenced by a nonrevolving line of credit note and subject to a guaranty of collection by Peak Resorts, Inc. (collectively, the "Carinthia Ski Lodge Loan Documents"). To the extent that the offering is not fully subscribed and less than $52,000,000 is raised, the Partnerships will allocate up to the first $30,000,000 of subscriptions received and accepted to West Lake LLC for the development of the West Lake project. The West Lake project will be developed in three tranches consisting of $10,000,000 (tranche one), $12,500,000 (tranche two) and $7,500,000 (tranche three). To the extent that the General Partner accepts subscriptions for any tranche and the proceeds resulting from such subscriptions do not equal the amount for such tranche set forth above, Mount Snow will make alternative arrangements to finance the balance of the tranche. If and when subscriptions received exceed $30,000,000, the next $22,000,000 will be allocated to Carinthia Ski Lodge LLC for the development of the Carinthia Ski Lodge.

To the extent that the General Partner accepts subscriptions for the development of the Carinthia Ski Lodge and the proceeds resulting from such subscriptions do not equal $22,000,000, Mount Snow will make alternative arrangements to finance the balance required to complete the project. Without altering the economic rights and obligations of the Partners, the General Partner, in its reasonable discretion, may at any time cause a Limited Partner to exchange its interest in Carinthia Group 1, L.P. for an economically equivalent interest in the Partnership. The parties intend that the West Lake project and the Carinthia Ski Lodge project will stimulate economic activity and preserve and create jobs at the Resort and have a significant economic impact on the local economy within the State of Vermont Regional Center and reach into the Northeastern United States and the rest of the United States.

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APPENDIX I DEFINITIONS "Act" means Chapter 23 of the Vermont Statutes (11 V.S.A. §§3401 et. seq.) and, to the extent applicable to limited partnerships, Chapter 22 of the Vermont Statutes (11 V.S.A. §§3201 et. seq.). “Adjusted Capital Account Deficit” means, with respect to any Partner, the deficit balance, if any, in such Partner’s Capital Account after giving effect to the following adjustments: (a) credit to such Capital Account any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to Treasury Regulation § 1.704-1(b)(2)(ii)(c), the penultimate sentence of Treasury Regulation § 1.704-2(g)(1), or the penultimate sentence of Treasury Regulation § 1.704-2(i)(5); and (b) debit to such Capital Account the items described in Treasury Regulation §§ 1.704-1(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulation § 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. “Administrative Fee” means a separate fee to be paid by each Limited Partner in accordance with such Limited Partner’s Subscription Agreement to reimburse and compensate the General Partner and/or its Affiliates for its costs incurred (or to be incurred) and/or services provided (or to be provided) in respect of Organizational Expenses, Pre-Operating Expenses and Syndication Expenses. “Affiliate” means, with respect to any Partner, any person that directly or indirectly controls, is controlled by, or is under common control with, such Partner. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise. “Agreement” means this Limited Partnership Agreement, as it may be amended and supplemented from time to time, and all Appendices attached hereto. “Alien Entrepreneur” means a Limited Partner who is not a citizen or lawful permanent resident of the United States and who is seeking to obtain conditional lawful permanent residency status in the United States through the EB-5 Immigrant Investor Program. “Ancillary Legal Interest” means all the rights of a Partner expressed or implied by this Agreement or arising under the Act (or otherwise at law or in equity), including the right to grant

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or withhold consents and approvals in Partnership affairs, but does not include the economic rights of a Partner encompassed by the definition of “Partnership Interest” below. “Available Cash” means all funds (including liquid investments) of the Partnership, from all sources, on hand from time to time, including (without limitation) all cash obtained from current activities and operations of the Partnership and from any sales of the assets of the Partnership and available to the Partnership after the General Partner has made reasonable provision (i) for the working capital requirements of the Partnership, to enable the Partnership to carry out its purposes, and (ii) to enable the Partnership to satisfy its contractual and other legal obligations to creditors. The General Partner's determinations as to the amount of Available Cash, from time to time, shall be conclusive. “Capital Account” means the capital account of each Partner established and maintained under this Agreement. "Capital Commitment", in respect of any Partner, means that which is agreed to be contributed to the capital of the Partnership by such Partner without regard to such Partner's Capital Contribution. “Capital Contribution” means, with respect to any Partner, the amount of cash and/or the mutually agreed fair value of the property actually contributed to Partnership capital by such Partner, as determined on the date of contribution. “Certificate” refers to the Certificate identified in the Preamble. "EB-5 Immigrant Investor Program" refers to a program that exists under and pursuant to the IN Act for the purpose of enabling Alien Entrepreneurs to obtain EB-5 visas under United States law. “Excess Losses” – see Section 9(b). “Fiscal Year” means the Partnership’s fiscal year, which shall commence on January 1 and end on December 31 of each year, except that such term shall also include any other period for which the Partnership is required to allocate Profits, Losses or any items of income, gain, loss or deduction. “General Partner” means Mount Snow GP Services, LLC, a Vermont limited liability company, and any other person who becomes a General Partner in accordance with this Agreement or the Act. “I-526 Petition” refers to USCIS Form I-526, Immigrant Petition by Alien Entrepreneur, to be filed by an Alien Entrepreneur with the USCIS under and in accordance with the EB-5 Immigrant Investor Program. “I-829 Petition” refers to USCIS Form I-829, Petition By Entrepreneur to Remove Conditions, to be filed by an Alien Entrepreneur with the USCIS under and in accordance with

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the EB-5 Immigrant Investor Program. "IN Act" means the Immigration & Nationality Act, 8 U.S.C.§ 1153. “Initial Limited Partner” means Douglas Hauer. “Limited Partner” means the Initial Limited Partner and any other person who becomes admitted as an Limited Partner in accordance with this Agreement. “Liquidation Trustee” means the person chosen, if a General Partner is not then serving as such, by a Supermajority-in-Interest of the Limited Partners to wind up the affairs of the Partnership in accordance with Section 3473 and other applicable provisions of the Act and this Agreement. “Losses” for any Fiscal Year or period means the excess, if any, of the items of loss and deduction over the items of income and gain of the Partnership as recorded on its financial accounting books and records for such Fiscal Year or period. “Majority-in-Interest of the Limited Partners” means those Limited Partners holding more than Fifty (50%) percent of the total of the Partnership Interests held by all Limited Partners. “Offering Memorandum” means that certain Private Placement Memorandum of Carinthia Group I, L.P. and Carinthia Group 2, L.P. dated February 27, 2014, as the same may be amended or supplemented. “Organizational Expenses” means the fees, costs and expenses of, and incidental to, the organization of the Partnership. Such expenses shall include any and all amounts categorized as “organizational expenses” under the Code, including without limitation, expenditures for legal, accounting and professional fees incurred in connection with the formation of the Partnership, structuring and preparation of this Agreement, organizational meetings and establishing the books and records of the Partnership. “Partners” means the General Partner and the Limited Partners, and each of them individually. “Partnership” means the limited partnership formed pursuant to the Certificate. “Partnership Interest” means a Partner’s economic rights under this Agreement to share in Profits and Losses and to receive distributions of Available Cash or other Partnership assets, but does not include a Partner’s Ancillary Legal Interest. “Pre-Operating Expenses” means the investigative fees, costs and expenses incidental to the creation of the Partnership and the fees, costs and expenses incurred prior to the commencement of operations of the Partnership. Such expenses shall include any and all amounts categorized as "start-up expenditures" under the Code.

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“Profits” for any Fiscal Year or period means the excess, if any, of the items of income and gain over the items of loss and deduction of the Partnership as recorded on its financial accounting books and records for such Fiscal Year or period. “Projects” means the West Lake project and the Carinthia Ski Lodge project, each as more fully described in Exhibit B. “Related Party Transaction” means any actual or proposed transaction of the Partnership directly or indirectly with any one or more of the General Partner or any Affiliate of the General Partner. “Subscription Agreement” means the Subscription Agreement included in Section 4 of the Offering Memorandum. “Supermajority-in-Interest of the Limited Partners” means those Limited Partners holding more than Sixty-Six and two-thirds (66-2/3%) percent of the total of the Partnership Interests held by all Limited Partners. “Syndication Expenses” means expenses incurred to promote the sale of, or to sell, Partnership Interests. “Tax Code” means the Internal Revenue Code of 1986, as amended from time to time. “Tax Distributions” – see Section 10(a) and Appendix II. “Tax Regulatory Requirements” means legal duties and requirements imposed by the Tax Code, Treas. Reg. 1.704 – 1(b)(a)(iv) or any other provision of the Income Tax Regulations promulgated under the Tax Code, as the same may be amended from time to time (and including corresponding provisions of any successor statutes or governmental regulations). “Transfer” includes an assignment, conveyance, grant or suffering the existence of a security interest or other lien or encumbrance, inter vivos gift and testamentary disposition, and any other disposition (whether voluntary or by operation of law) of a Partner’s Partnership Interest or Ancillary Legal Interest, in whole or in part; and in the case of the General Partner, also entering into a merger or other form of business combination transaction with, or issue of voting securities to, any person other than an Affiliate of the General Partner. “Unauthorized Conduct” means, with respect to any Limited Partner, directly or indirectly, (i) executing any instrument, (ii) conveying title to any Partnership property, (iii) making any oral or written admission or representation, (iv) accepting notice from any third party or service of process, (v) receiving money or property of a third party, or (vi) taking any action to bind the Partnership after dissolution or in connection with winding up its affairs; provided, however, the foregoing shall not apply to a person who has been (x) duly elected a manager or managing member of the General Partner, or (y) duly appointed by the General Partner as an officer, employee or agent of the General Partner, or the Partnership or (z) duly

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appointed as a Liquidation Trustee, when such person acts in any such indicated capacity. “Unit” means the smallest whole number representing the ownership share of a holder (whether or not the holder has been admitted as a Partner) in the aggregate of the Partnership Interests. “Unprotected Misconduct” means, with respect to the General Partner, either of the following: (i) any willful and material violation of law that has a material adverse financial effect upon the Partnership; or (ii) an intentional act or omission constituting fraud, embezzlement or misappropriation in connection with the business, assets and properties, accounts or reports of the Partnership. “USCIS” means the United States Citizenship and Immigration Services.

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APPENDIX II ADDITIONAL CAPITAL ACCOUNT MAINTENANCE, ALLOCATION AND DISTRIBUTION PROVISIONS I. Definitions. this Appendix II:

The following definitions are applicable to the requirements as set forth in

"Nonrecourse Deduction" has the meaning set forth in Treas. Reg. 1.704-2(b). "Partnership Minimum Gain" has the meaning set forth in Treas. Reg. 1.704-2(d). "Partner Nonrecourse Debt Minimum Gain" has the meaning set forth in Treas. Reg. 1.704-2(i). "Partner Nonrecourse Deduction" has the meaning set forth in Treas. Reg. 1.704-2(i). "Partner Nonrecourse Loan" means a loan made to, or credit arrangement for the benefit of, the Partnership by a Partner or by a person related to a Partner (as defined in Treas. Reg. 1.752-4(b)) which by its terms exculpates the Partners from personal liability on the debt, but under which such Partner or related person bears the ultimate economic risk of loss within the meaning of Treas. Reg. 1.752-2. II. Capital Accounts. If allocations are required pursuant to Parts III (B) (ii) or (iii) of this Appendix II, then the adjustments to the Capital Accounts of the Partners in respect of the property described therein shall be made in accordance with Treas. Reg. 1.704-1(b)(2)(iv)(g) for allocations to them of items of income, gain, loss and deduction (including depreciation, depletion, amortization and other cost recovery) as computed for book purposes, and no further adjustments shall be made to the Capital Accounts to reflect the Members' shares of the corresponding tax items. For purposes of computing such adjustments to the Capital Accounts, the Partnership will utilize the method of computing depreciation, depletion or amortization with respect to such property as is utilized for federal income tax purposes except that the property's value for book purposes will be used rather than its adjusted tax basis. III.

Allocations of Profits and Losses.

(A) Special Allocations. Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year prior to the making of any other allocations under this Agreement and in the following order of priority: (i) If there is a net decrease in Partnership Minimum Gain during any Fiscal Year such that an allocation is required by Treas. Reg. 1.704-2(f), items of income and gain shall be allocated to the Partners in the manner and to the extent required by such Regulation. This provision is intended to be a minimum gain chargeback within the meaning of Treas. Reg. 1.704-2(f)(1) and shall be interpreted and applied consistently therewith.

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(ii) If there is a net decrease in the minimum gain attributable to a Partner Nonrecourse Loan during any Fiscal Year such that an allocation is required by Treas. Reg. 1.704-2(i)(4) (minimum gain chargeback attributable to a Partner nonrecourse debt), items of income and gain shall be allocated in the manner and to the extent required by such Regulation. (iii) If a Partner receives any adjustments, allocations, or distributions described in subclauses (4), (5) or (6) of Treas. Reg. 1.704-1(b)(2)(ii)(d), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this subsection shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in Section 9 of the Agreement and this Paragraph (A) have been tentatively made as if this subparagraph (iii) were not in this Appendix. (iv) Nonrecourse Deductions, if any, for any Fiscal Year or period shall be allocated to the Partners in an amount equal, and in proportion, to the allocation of Profits for such Fiscal Year or period pursuant to Section 9 of the Agreement. (v) Any Partner Nonrecourse Deduction shall be allocated to the Partner who bears the economic risk of loss with respect to the loan giving rise to such deduction within the meaning of Treas. Reg. 1.752-2. (B)

Tax Allocations.

(i) For federal, state and local income tax purposes, all items of taxable income, gain, loss and deduction for each Fiscal Year shall be allocated among the Partners in accordance with the manner in which the corresponding items were allocated under Section 9 and the applicable provisions of this Appendix II, except as otherwise provided in this Paragraph (B). (ii) If property is contributed to the Partnership by a Partner and there is a difference between the basis of such property to the Partnership for federal income tax purposes and the fair market value at the time of its contribution, then items of income, gain, loss and deduction with respect to such property as computed for federal income tax purposes (but not for book purposes) shall be shared among the Partners so as to take account of such difference as required by Section 704(c) of the Tax Code. (iii) If property of the Partnership (other than property described in subparagraph (ii) of this Paragraph (B)) is reflected in the Capital Accounts of the Partners and on the books of the Partnership at a book value that differs from the adjusted basis of such property for federal income tax purposes by reason of a revaluation of such property, then items of income, gain, loss and deduction with respect to such property for federal income tax purposes (but not for book purposes) shall be shared among the Partners in a manner that takes account of the difference between the adjusted basis of such property for federal income tax purposes and its book value in the same manner as differences between adjusted basis and fair market value are taken into account in determining the Partners’ shares of tax items under Section 704(c) of II-2

the Tax Code. IV.

Tax Distributions.

(A) Within 90 days after the end of each Fiscal Year, the Partnership may, at the reasonable discretion of the General Partner, distribute to each Partner from Profits allocated to such Partner under Section 9 of the Agreement cash in an amount (the "Tax Distributions") equal to the product of (i) such allocated Profits, multiplied by (b) the highest individual U.S. federal income tax rate effective in such Fiscal Year (not including the rate of withholding applicable to nonresident alien partners under Section 1446 of the Tax Code). Tax Distributions shall be treated as non-interest bearing advances of, and shall be credited against, the first distributions otherwise to be made to such Partner in accordance with Section 10 of the Agreement. (B) The General Partner shall cause the Partnership to be responsible for making income tax payments to the Internal Revenue Service with respect to the nonresident alien Partners pursuant to Section 1446 of the Tax Code (the "Section 1446 Payments"), which payments shall constitute constructive distributions to such Partners (and shall be credited against the amount of distributions owing to each such Partner pursuant to the preceding Paragraph (A)). In the event that the Section 1446 Payments made on behalf of any particular Partner exceeds the Tax Distributions required to be distributed in accordance with the preceding Paragraph (A) to such Partner, such excess shall be treated as a loan to such Partner, which loan shall bear interest at 10% per annum, non-compounded, and (along with accrued interest) shall be withheld by the Partnership from the first distributions otherwise to be made to such Partner in accordance with Section 10 of the Agreement. (C) Notwithstanding the provisions of the preceding Paragraph (A), Tax Distributions otherwise required to be made to any Partner with respect to any Fiscal Year pursuant to this Part IV shall be reduced by the amount of any other cash distributions (other than in return of capital) made by the Partnership to such Partner during such Fiscal Year or within 90 days thereafter; provided, however, that any Tax Distribution made within 90 days after the beginning of any Fiscal Year with respect to a prior year shall be accounted for as a Tax Distribution for such prior Fiscal Year. (D) The Partnership, in the sole discretion of the General Partner, may make Tax Distributions to the Partners during any Fiscal Year to enable them to satisfy their liabilities to make estimated tax payments with respect to such Fiscal Year or the preceding Fiscal Year based on calculations of the Partners' estimated tax liabilities made pursuant to this Part IV as of such dates as the General Partner in its sole discretion may determine. V.

Allocations and Distributions upon Winding Up.

(A) Prior to any distribution relating to dissolution of the Partnership, the General Partner or the Liquidation Trustee shall adjust each Partner’s Capital Account to reflect the manner in which the unrealized income, gain, loss and deduction inherent in the Partnership’s property (that has not been reflected in the Partners’ Capital Accounts previously) would be II-3

allocated among the Partners if there were a taxable disposition of such property for the fair market value of such property (taking Section 7701(g) of the Tax Code into account) on the date of distribution. (B) Distribution to the Partners of the Partnership assets upon dissolution shall be made in accordance with the net credit balances in their respective Capital Accounts as determined after taking into account all Capital Account adjustments for the Partnership taxable year during which such dissolution and winding up occurs (other than those made pursuant to this Paragraph (B) or the following Paragraph (C)) by the end of such taxable year (or, if later, within 90 days after the date of such dissolution and winding up). (C) If the General Partner has a deficit balance in its Capital Account following the distribution of Partnership assets upon dissolution, as determined after taking into account all Capital Account adjustments for the taxable year during which such dissolution occurs (other than those made pursuant to this Paragraph (C)), the General Partner shall be required to restore the amount of such deficit to the Partnership as soon as practicable but in no event later than the end of such taxable year (or, if later, within 90 days after the date of the Partnership's liquidation), which amount shall be paid to the Partnership's creditors or distributed to the Partners in accordance with their respective positive Capital Account balances in accordance with Paragraph (B); provided, however, that no Partnership creditor may rely upon this sentence in order to create an obligation of the General Partner to pay a Partnership debt which the General Partner is not otherwise personally obligated to pay.

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Section 4 The Subscription Documents 57

CARINTHIA GROUP 1, L.P. SUBSCRIPTION DOCUMENTS INSTRUCTIONS FOR COMPLETION In connection with your subscription for an Interest in Carinthia Group 1, L.P., enclosed are the following documents which must be properly and fully completed, signed and returned as set forth herein: Exhibit A:

Escrow Agreement

Exhibit B:

Investor Questionnaire

Exhibit C:

Subscription Agreement and Consent to Limited Partnership Agreement

In order to participate in the offering and purchase a Unit in the Partnership, you should make a check for $550,000 for your subscription and capital contribution ($500,000) and for your administrative fee ($50,000) payable to “Peoples United Bank”. You should mail your check together with your completed and signed subscription agreement and consent to limited partnership agreement and investor questionnaire, to the general partner at the following address: Mount Snow GP Services LLC PO Box 2805 89 Grand Summit Way West Dover, VT 05356 Alternatively, in lieu of check you may pay your subscription and capital contribution and administrative fee by wire transfer to the following account: People’s United Bank Two Burlington Square Burlington, VT 05401 ABA# 221172186 A/C# 0019100316 Attn: Trust Operations FBO: Mount Snow Carinthia Group Escrow

Your execution and delivery of the Subscription Agreement and Consent to Limited Partnership Agreement constitute your offer to buy an Interest in the Partnership and to hold the offer open until your subscription is either accepted or rejected by Mount Snow GP Services LLC (the “General Partner”), or you withdraw your offer. To withdraw your subscription agreement, you must give written notice to the General Partner before your subscription agreement is accepted by the General Partner. You will have a 30-day rescission right to withdraw your subscription and to receive a full refund of your Capital Contribution and Administrative Fee from the date you deliver your subscription agreement to the General Partner, as detailed in the Escrow Agreement. This rescission right is strictly limited to 30 calendar days from the date that the General Partner receives your executed subscription documents and will not be extended. Parallel Fund Carinthia Group 1, L.P. will be exempt from registration under Section 3(c)(1) of the Investment Company Act of 1940. A separate parallel fund, Carinthia Group 2, L.P., is being established which will

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rely upon another exemption; it will have an identical investment program, the same general partner and substantially identical Limited Partnership Agreement with that of Carinthia Group 1, L.P. Without altering the economic rights and obligations of the partners, the general partner, in its reasonable discretion, may at any time cause a limited partner to exchange its interest in Carinthia Group 1, L.P. for an economically equivalent interest in the parallel fund, Carinthia Group 2, L.P. Conditions of Escrow All capital contributions and administrative fees will be held in escrow by People’s United Bank (the “Escrow Agent”) pursuant to the terms of an Escrow Agreement between the General Partner and the Escrow Agent (the “Escrow Agreement”). Your $500,000 Capital Contribution will not be released from escrow until approval of the first I-526 petition filed by an investor in the Partnership (the “Escrow Release Condition”). The $50,000 Administrative Fee will be permitted to be released from Escrow to the General Partner after your 30-day rescission period has terminated. Upon written notice by the General Partner to the Escrow Agent that the 30-day rescission period has passed, the $50,000 administrative fee will be released to the General Partner and is non-refundable. Once the Escrow Release Condition for your $500,000 is satisfied, meaning that once USCIS has approved the first EB-5 petition for the project, the funds will remain in escrow until released by the general partner to be used to fund the Project. Until such time as the general partner releases the funds from escrow, the general partner may, in its sole discretion, reject an investment in the Partnership. Please deliver a copy of fully executed Exhibits A, B and C to Richard Deutsch or Laurie Newton at [email protected] or [email protected]. If you have any transmission problems, please call Laurie Newton at 802-464-4012. Upon the receipt of copies of the fully executed Exhibits, Laurie Newton from Mount Snow will fax or email you with a request to either (1) mail the originals of the fully executed Exhibits A, B and C to the address below, or (2) if necessary, complete any information that may be missing from any Exhibit. Upon receiving instructions from Laurie Newton via email or fax, please mail the original completed Exhibits A, B and C c/o: Richard Deutsch Mount Snow GP Services LLP PO Box 2805 89 Grand Summit Way West Dover, VT 05356 Tel: 802-464-4012 Emails: [email protected] or [email protected] PAYMENT INSTRUCTIONS FOR WIRE TRANSFER: Amount: US $550,000 People's United Bank 2 Burlington Square Burlington, Vermont 05401 ABA# 221172186 A/C# 0019100316 Attn: Trust Operations FBO: Mount Snow Carinthia Group Escrow For benefit of: …………………………………. (The Investor) Partnership Interests are available on a first-come, first-served basis, but subject at all times to the sole discretion of the General Partner.

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EXHIBIT A INVESTOR ESCROW AGREEMENT FOR INVESTMENTS IN CARINTHIA GROUP 1, L.P. AND CARINTHIA GROUP 2, L.P. THIS INVESTOR ESCROW AGREEMENT (the "Agreement"), is made by and among the undersigned (the "Investor") and Mount Snow GP Services LLC and People's United Bank 2 Burlington Square Burlington, VT 05401 People’s United Bank is a savings bank chartered under the laws of the United States of America (the "Escrow Agent"), as of the date the Escrow Agent signs the Agreement.

Recitals A. Offering. Carinthia Group 1, L.P. and Carinthia Group 2, L.P., both Vermont limited partnerships (the "Partnerships"), are offering to sell limited partnership interests to investors (collectively, the "Investors" and individually, an "Investor"), pursuant to a Private Placement Memorandum (the "PPM") and Limited Partnership Agreements included therein (the "Partnership Agreements"), on the terms and for the purposes set forth therein (the "Offering"). The General Partner of both Partnerships is Mount Snow GP Services LLC (the "General Partner"). The required minimum subscription amount for each interest in the Partnerships under the EB-5 Visa Program administered by United States Citizenship and Immigration Services (“USCIS”) is US$500,000 (the "Investment"). In addition, though not part of the Investment, under the terms of the Offering each Investor must also pay an administrative fee of $50,000 (the "Administrative Fee"), which may also be negotiated and which amount shall not constitute a capital contribution, but which amount will be paid to the General Partner, and will be used to pay the fees and expenses of the General Partner and affiliated entities incurred in structuring and organizing the EB-5 project described in the PPM (the “Carinthia Group 1, L.P. EB-5 Project” or “Carinthia Group 2, L.P. EB-5 Project”) in compliance with the requirements of the EB-5 Visa Program, including marketing, consulting, escrow, legal and other fees and expenses and any fees of foreign broker/dealers, and coordinating with counsel and foreign broker/dealers with respect to the collection of information from potential alien entrepreneurs and other administrative matters arising in connection with their admission as limited partners of the Partnership. B. Purpose of Agreement. The Escrow Agent has been retained by the General Partner to hold on deposit, in an account for the benefit of the Investors, the Partnership and the General Partner, the Investment and Administrative Fee received from each Investor pending the acceptance of their subscription agreement by the General Partner and the conditions below. Terms and Provisions In consideration of the respective covenants and agreements hereinafter set forth, and other good and valuable consideration now paid by each party to the other (the sufficiency and receipt of which is hereby acknowledged), the parties hereto agree as follows:

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1. Acknowledgment of Escrow Agent and Ratification of its Duties. As of the date of this Agreement, the Escrow Agent acknowledges receipt from the Investor of $500,000 in payment of the Investment and $50,000 in payment of the Administrative Fee. Note: There may be circumstances that prevent an investor from paying the Investment and Administrative Fee in one lump sum (e.g. exchange controls may limit the amount that may be transferred at one time). In that event, indicate the amount of your initial payment here: US $_________________ and estimate the timing and amount(s) of your subsequent payment(s) here:_____________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ All funds deposited with the Escrow Agent shall be defined herein as the "Escrow Funds". The Escrow Funds are comprised of two separate amounts: (1) a $500,000 investor Capital Contribution and (2) a $50,000 Administrative Fee, or an Administrative Fee amount of $________ as agreed to by the General Partner and the Investor. The Escrow Agent agrees with the Investor to hold the Escrow Funds in an account (the "Escrow Account") and disburse the Escrow Funds as set forth herein. 2.

Acknowledgements of Investor.

(a) The Investor acknowledges that the Investor's subscription may be accepted or rejected by the General Partner, in its sole discretion. The General Partner may reject Investor's subscription for any reason without incurring any liability to Investor for this decision. (b) The Investor represents that he or she meets the qualifications for investing in the Partnership as set forth in the PPM, and that the Escrow Agent and the General Partner are relying on this representation and the representations in the Subscription Documents in accepting the Escrow Funds. The Investor also acknowledges that the Partnership is a third-party beneficiary of this Agreement. 3.

Release of Escrow Funds/Escrow Release Conditions.

(a) The Escrow Funds comprised of the $500,000 Capital Contribution may not be released to the Partnership or to the General Partner as set forth in Section 3(c) below until the first investor in either Partnership receives an approved I-526 petition in the Project (the “Escrow Release Condition”). The $50,000 Administrative Fee, or other negotiated Administrative Fee in the amount of $_________, shall be released to the General Partner from the Escrow Account no sooner than 30 days after an Investor executes and delivers his or her subscription agreement to the General Partner. The General Partner shall provide notice to the Escrow Agent of execution and delivery of an Investor’s subscription documents after the 30-day rescission period in Section (d) below has expired (“Withdrawal of Subscription by Investor”). (b) Rejection of Subscription by General Partner. At any time prior to (i) acceptance of the subscription by the General Partner as set forth in Section 3(c) below or (ii) withdrawal of the subscription by Investor as set forth in Section 3(d) below, the General Partner may, in its sole discretion, reject Investor’s subscription by providing written notice to the Escrow Agent (with a copy to the Investor) in the form attached hereto as Exhibit 3(b). Upon receipt of such written notice of rejection by the General Partner by the Escrow Agent, the Escrow Agent shall promptly return the Investment and the Administrative Fee to Investor without interest and without deduction for any fees. (c) Acceptance of Subscription by General Partner. Subject to the satisfaction of the Escrow Release Condition, at any time prior to withdrawal of the subscription by Investor as set forth in Section 3(d) below, the General Partner may, in its sole discretion, accept Investor’s subscription by providing

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written notice to the Escrow Agent (with a copy to the Investor) in the form attached hereto as Exhibit 3(c). Upon receipt of such written notice of acceptance by the General Partner by the Escrow Agent, the Escrow Agent shall release (i) Investor’s Investment to the Partnership and (ii) Investor’s Administrative Fee to the General Partner. Upon acceptance of the subscription by the General Partner, the funds will be irrevocably committed. (d) Withdrawal of Subscription by Investor. (i) Within 30 days of the execution and delivery of the subscription agreement to the General Partner, the Investor may exercise a right of rescission. Specifically, in its sole discretion, the Investor may withdraw Investor’s subscription by providing written notice to the Escrow Agent (with a copy to the General Partner) in the form attached hereto as Exhibit 3(d). (ii) Upon receipt of such written notice of withdrawal of the Investor by the Escrow Agent in the 30-day rescission period, the Escrow Agent shall promptly return the Investment and the Administrative Fees to Investor without interest and without deduction for any fees. (iii) After the 30-day rescission period has passed, the Investor is deemed to have irrevocably committed its funds to the investment and has no rescission rights, and the Administrative Fee may be released to the General Partner. (iv) The General Partner must provide written notice to the Escrow Agent that an Investor’s subscription agreements have been executed and delivered, that 30 days have passed from their deliver to the General Partner, and that the Investor’s Administrative Fees are to be released by the Escrow Agent to the General Partner. 4.

Duties and Responsibilities of Escrow Agent.

(a) As Escrow Agent hereunder, Escrow Agent, acting in such capacity, shall have no duties or responsibilities except for those expressly set forth herein. (b) The General Partner and the Investor shall jointly and severally indemnify and hold harmless the Escrow Agent against any loss, damage or liability, including, without limitation, attorney's fees which may be incurred by the Escrow Agent in connection with this Agreement, except any such loss, damage or liability incurred by reason of the negligence or misconduct of the Escrow Agent. (c) The Escrow Agent, acting as such, shall not be liable to anyone by reason of an error in judgment, a mistake of law or fact, or for any act done or step taken or omitted, in good faith, and this provision shall survive the termination of this Agreement. (d) At the time all the Escrow Funds are released by Escrow Agent in accordance with this Agreement, Escrow Agent shall be discharged from any obligation under this Agreement. 5.

Rights of Escrow Agent Upon Dispute.

(a) In the event of any disagreement between the Escrow Agent and the Investor or between them and any other person, resulting in adverse claims or demands being made in connection with the Escrow Funds, or in the event that the Escrow Agent, in good faith, shall be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or doubt exists, and in any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain from acting until (i) the rights of the Escrow Agent and the Investor shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by agreement between the Escrow Agent and the Investor, and the Escrow Agent shall have been notified thereof in writing.

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(b) In the event Escrow Agent becomes involved in litigation in connection with this Agreement, the Investor and the General Partner agree to jointly and severally indemnify and hold the Escrow Agent harmless from all losses, costs, damages, expenses, liabilities, judgments and reasonable attorney's fees suffered or incurred by Escrow Agent as a result thereof, except that this indemnity obligation shall not apply to any litigation in which relief is sought for the negligence or misconduct of the Escrow Agent. (c) The Escrow Agent may consult with independent legal counsel in the event of any dispute or questions as to the construction of any of the provisions hereof or its duties hereunder and it shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of counsel. The Escrow Agent shall have the right to file legal proceedings, including interpleader, to determine the proper dispositions of assets hereunder, all costs thereof constituting an expense of administration of this Agreement. 6. Notices. All notices, instructions and other communications required or permitted to be given hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been duly given if delivered personally or telexed or mailed, postage prepaid, registered or certified mail, as follows: (a)

If to the Investor: To the address set forth on the signature page.

(b)

If to Escrow Agent: Peoples United Bank 2 Burlington Square Burlington, VT 05401 Attn: Institutional Trust

(c)

If to the General Partner: Richard Deutsch Mount Snow GP Services LLP PO Box 2805 89 Grand Summit Way West Dover, VT 05356 Please also send by email to Laurie Newton at [email protected]

Any notice delivered or telexed as aforesaid shall be deemed to have been received by the party or parties to whom it is sent on the date of its being so delivered or telexed. Any notice mailed as aforesaid shall be deemed to have been received by the party or parties hereto to whom it is so mailed five business days after the date of its being so mailed. 7.

Generally.

(a) This Agreement shall be governed by and construed and in accordance with the laws of the State of Vermont, United States of America. (b) The section headings are for reference purposes and shall not affect the meaning or interpretation of this Agreement.

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(c) This Agreement shall be binding upon, and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. (d) The terms and provisions of this Agreement may only be amended, modified, waived, superseded or canceled by written instrument executed by both of the parties hereto or, in the case of a waiver, by the party or parties waiving compliance. Notwithstanding the foregoing, no term which affects the Investor's rights or responsibilities may be amended, modified, superseded or canceled without the prior express written consent of the Investor.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the dates set forth below.

INVESTOR

BY Name: Address:

Dated: _________________

ESCROW AGENT PEOPLES UNITED BANK BY Name: Duly Authorized Agent Dated: _________________

GENERAL PARTNER MOUNT SNOW GP SERVICES LLC BY Name: Duly Authorized Agent Dated: _________________

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EXHIBIT 3(b) NOTICE OF REJECTION OF SUBSCRIPTION

Pursuant to Section 3(b) of that certain Investor Escrow Agreement (the “Escrow Agreement”) by and among [_________________] (the “Investor”), Mount Snow GP Services LLC (the “General Partner”) and People’s United Bank (the “Escrow Agent”), the General Partner hereby notifies the Escrow Agent that it has rejected the subscription of the Investor. The Escrow Agent is hereby instructed to return the Escrow Funds (as defined in the Escrow Agreement) in the amount of $550,000 to the Investor.

MOUNT SNOW GP SERVICES LLC

By: _______________________ Name: Title:

PLEASE PROVIDE WIRING INSTRUCTIONS, OR AN ADDRESS FOR RETURN OF FUNDS:

___________________ ___________________ ___________________ ___________________ ___________________ ___________________

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EXHIBIT 3(c) NOTICE OF ACCEPTANCE OF SUBSCRIPTION

Pursuant to Section 3(c) of that certain Investor Escrow Agreement (the “Escrow Agreement”) by and among [_________________] (the “Investor”), Mount Snow GP Services LLC (the “General Partner”) and People’s United Bank (the “Escrow Agent”), the General Partner hereby notifies the Escrow Agent that it has accepted the subscription of the Investor. The General Partner represents and warrants to the Escrow Agent that the Escrow Release Conditions have been satisfied. The Escrow Agent is hereby instructed to release Investor’s $500,000 Investment to the Partnership. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Escrow Agreement.

MOUNT SNOW GP SERVICES LLC

By: _______________________ Name: Title:

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EXHIBIT 3(d) NOTICE OF WITHDRAWAL OF SUBSCRIPTION WITHIN 30-DAY RESCISSION PERIOD

Pursuant to Section 3(d) of that certain Investor Escrow Agreement (the “Escrow Agreement”) by and among [_________________] (the “Investor”), Mount Snow GP Services LLC (the “General Partner”) and People’s United Bank (the “Escrow Agent”), the Investor hereby notifies the Escrow Agent that it is withdrawing its subscription within 30 days of the subscription documents being executed and delivered to the General Partner. The Investor represents and warrants to the Escrow Agent that it has not received notice that the subscription has been accepted by the General Partner. The Escrow Agent is hereby instructed to return the Escrow Funds (as defined in the Escrow Agreement) in the amount of $550,000 to the Investor.

INVESTOR

By: _______________________ Name: Title:

PLEASE PROVIDE WIRING INSTRUCTIONS, OR AN ADDRESS FOR RETURN OF FUNDS:

___________________ ___________________ ___________________ ___________________ ___________________ ___________________

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INVESTOR QUESTIONNAIRE THIS QUESTIONNAIRE IS REQUIRED TO ENSURE THAT THE OFFERING IS CONDUCTED IN COMPLIANCE WITH APPLICABLE EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. Mount Snow GP Services LLC Carinthia Group 1 and 2 89 Grand Summit Way West Dover, VT 05356 Gentlemen: I understand that the limited partnership interest (the “Interest”) offered for sale to me by Carinthia Group 1, L.P. or Carinthia Group 2, L.P. (the “Partnership”) will not be registered under the Securities Act of 1933, as amended (the “Act”) and applicable state securities laws (the “State Acts”), nor will the Partnership be registered as an investment company under the Investment Company Act of 1940, as amended (the “ICA”). In order to induce the Partnership to permit me to purchase an Interest, I hereby warrant and represent the following: NOTE: The information provided herein will be relied upon in connection with the determination as to whether you meet the standards imposed by Regulation D or Regulation S promulgated under the Act, since the Interests offered hereby have not been and will not be registered under the Act and are being sold in reliance upon the exemption provided by Regulation S or Regulation D as applicable to the Investor. It will also be used to determine whether you are a “qualified purchaser” under Section 2(a)(51) of the ICA. All information supplied will be treated in confidence; except that this Questionnaire may be presented to such parties as deemed appropriate or necessary to establish that the sale of an Interest to you will not result in violation of the exemption from registration under the Act which is being relied upon in connection with the sale of the Interest. INSTRUCTIONS: Please answer each question fully and attach additional information, if necessary. If the answer to any question is "None" or "Not Applicable" please so state. Please sign and date the Questionnaire on the final page. 1.

Name: (dd/mm/yyyy)

Date of Birth: Residence Address:

Country of Residence: Citizenship: Residence Telephone Number: Mobile/Cell Telephone Number: E-mail:

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2.

(a)

Education:

Other specialized Education or Instruction:

(b)

3.

All Professional Memberships or Licenses:

Occupation Present occupation (with date of commencement):

Occupations during last five years (with dates):

4.

My net worth or joint net worth with my spouse is at least $US_________. My proposed investment will will not exceed ten percent of my net worth. NOTE: for purposes of calculating your net worth, your primary residence shall not be included as an asset and (a) indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at the time of the sale of the Interest, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of the Interest exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (b) indebtedness that is secured by your primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of the Interest shall be included as a liability.

5.

My income have I current year.

has has not exceeded $US200,000 in each of the two most recent years, and do not have a reasonable expectation of reaching the same income level in the

My joint income with my spouse have most recent years, and I income level in the current year.

has has not exceeded $US300,000 in each of the two do not have a reasonable expectation of reaching the same

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6.

I do not have any other investments or contingent liabilities which I reasonably anticipate could cause the need for sudden cash requirements in excess of cash readily available to me. Yes

7.

I have checked my investment objectives where applicable: Income

8.

Appreciation

Other Please specify: _____________________

I can bear the risk of the proposed investment, including the loss of my entire investment, a lack of liquidity in the investment or an inability to sell the investment for an indefinite period of time. Yes

9.

No

No

I learned about this investment in the following manner (check each applicable line). Personal contact or acquaintance Investment adviser or counselor Prior investment or Association with the Partnership Broker-dealer Affiliation with business or management Immigration Research Other (please state):

10.

With respect to my qualifications as an "alien entrepreneur" for purposes of the Immigration and Nationality Act, as amended, I represent and warrant that: (a)

I have attained the age of 18 years and have the legal capacity and competence to execute all necessary documents in connection with this Offering;

(b)

I have complied and will continue to comply with all the requirements, terms and conditions prescribed by U.S. Citizen and Immigration Services and the U.S. Department of State in connection with my forthcoming petition as an EB-5 fifth employment-based visa preference "alien entrepreneur" and subsequent applications for lawful permanent residence;

(c)

If I am resident of and living in the United States at the time of sale, I have accumulated a net worth of not less than $US1,000,000; or an individual income in excess of $200,000 each of the two most recent years; or a joint income with my spouse in excess of $300,000 in each of the two most recent years and reasonably expect to reach the same income level in the current year (for purposes of calculating your net worth, your primary residence shall not be included as an asset and (a) indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability; liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of

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the primary residence, the amount of such excess shall be included as a liability); and (b) indebtedness that is secured by your primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability); (d)

I am in good health and know of no health impairment which would likely result in my exclusion or the exclusion of any of my family members under the Immigration and Nationality Act, as amended; and

(e)

I have never been convicted of any criminal offense, including any crime of moral turpitude, or engaged in any acts which constitute crimes of which I have not been convicted and I do not know of any facts howsoever whatsoever which would result in my failure to meet the requirements of an "alien entrepreneur" under the applicable sections of the US Immigration & Nationality Act, or any grounds of inadmissibility that the United States Government may cite which would result in my failure to be admitted into the United States as a lawful permanent resident.

(f)

I have read “Grounds for exclusion or inadmissibility” included under “Risk Factors – Risk Factors Related to the Immigration Process” in the Private Placement Memorandum, and do not know of any grounds of inadmissibility that the United States Government may cite which would result in my failure to be admitted into the United States as a lawful permanent resident, and

(g)

I have read “Risk Factors – Risk Factors Related to the Immigration Process” in the Private Placement Memorandum and do not know of any facts whatsoever which would result in my failure to meet the requirements of an "alien entrepreneur" under the applicable sections of the US Immigration and Nationality Act.

11.

I was not solicited by any general form of advertisement for this investment.

12.

I am aware that there are limitations on my ability to sell the Interest and that the certificate evidencing the Interest will carry a restrictive legend.

13.

I am purchasing the Interest for personal investment and without a view to redistribution.

14.

I represent and warrant to the Partnership and its general partner that the information contained in this Investor Questionnaire is true, complete and correct.

15.

I agree to notify the Partnership promptly of any change in the information in this Questionnaire which may occur prior to transfer of the Interest to me.

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16.

The amounts contributed by me to the Partnership were not and are not directly or indirectly derived from activities that may contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. To the best of my knowledge, none of (a) me, or (b) any person controlling or controlled by me is a country, territory, individual or entity named on an OFAC list, nor is a person prohibited under the OFAC Programs. Please be advised that the Partnership may not accept any amounts from a prospective investor if it cannot make the representations set forth in the preceding paragraphs. If an existing investor cannot make these representations, the Partnership may require the withdrawal of such investor. I agree promptly to notify the Partnership should I become aware of any change in the information set forth in these representations. I am advised that, by law, the Partnership may be obligated to “freeze my account,” including by segregating the assets in the account in compliance with governmental regulations, and the Partnership may also be required to report such action and to disclose my identity to OFAC. I further acknowledge that the General Partner may, by written notice to me, suspend distributions payable to me if the General Partner reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Partnership, the General Partner and its affiliates, subsidiaries or associates or any of the Partnership’s other service providers.

17.

During the past three years, have you individually, or together with your spouse, purchased securities in private placement offerings in which you did not qualify as an accredited investor? Yes

18.

During the past three years, have you individually, or together with your spouse, purchased securities in private placement offerings in which you or your spouse were not an affiliate (e.g., officer or member of the board of directors)? Yes

19.

No

No

Purchaser Representative. If you plan to use a “Purchaser Representative” to assist you in analyzing this investment, please provide his/her name and address: ___________________________ ___________________________ ___________________________ ___________________________ If you do not plan to use a Purchaser Representative, do you have such knowledge and experience such that you are capable of evaluating the merits and risks of this investment? Yes

No _______

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20.

The undersigned hereby represents and warrants that the undersigned is a Qualified Purchaser 1 under Section 2(a)(51) of the ICA , or that the undersigned is an accredited investor (Please check the applicable box that applies): A natural person who owns at least $5,000,000 in investments (as defined in Rule 2a51-1 under the ICA), or The undersigned is an accredited investor based on (i) earned income that exceeded $200,000 per year (or $300,000 per year together with a spouse) in each of the prior two years, and reasonably expects the same for the current year for each of the past two years, or has a net worth over $1 million, either alone or together with a spouse (excluding the value of the spouse’s primary residence.

Dated:

1

Investor Signature:

In order to complete the following information, the undersigned must read Annexes 1 and 2 attached hereto for the definition of “investments” and for information regarding the “valuation of investments”, respectively.

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ANNEX 1

DEFINITION OF “INVESTMENTS” The term “investments” means: (1)

Securities, other than securities of an issuer that controls, is controlled by or is under common control with, the Investor that owns such securities, unless the issuer of such securities is: (i) an investment company or a company that would be an investment company but for the exclusions or exemptions provided by the Investment Company Act, or a commodity pool; or (ii)

a Public Company (as defined below); or

(iii) a company with shareholders’ equity of not less than US$50 million (determined in accordance with generally accepted accounting principles) as reflected on the company’s most recent financial statements; provided, that such financial statements present the information as of a date within 16 months preceding the date on which the Investor acquires Interests; (2)

Real estate held for investment purposes;

(3)

Commodity Interests (as defined below) held for investment purposes;

(4)

Physical Commodities (as defined below) held for investment purposes;

(5)

To the extent not securities, Financial Contracts (as defined below) entered into for investment purposes;

(6)

In the case of an Investor that is a company that would be an investment company but for the exclusions provided by Section 3(c)(1) or 3(c)(7) of the Investment Company Act, or a commodity pool, any amounts payable to such Investor pursuant to a firm agreement or similar binding commitment pursuant to which a Person has agreed to acquire an interest in, or make capital contributions to, the Investor upon the demand of the Investor; and

(7)

Cash and cash equivalents (including foreign currencies) held for investment purposes.

Real estate that is used by the owner or a Related Person (as defined below) of the owner for personal purposes, or as a place of business, or in connection with the conduct of the trade or business of such owner or a Related Person of the owner, shall NOT be considered real estate held for investment purposes; provided, that real estate owned by an Investor that is engaged primarily in the business of investing, trading or developing real estate in connection with such business may be deemed to be held for investment purposes. However, residential real estate shall not be deemed to be used for personal purposes if deductions with respect to such real estate are not disallowed by Section 280A of the Code. A Commodity Interest or Physical Commodity owned, or a Financial Contract entered into, by the Investor that is engaged primarily in the business of investing, reinvesting or

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trading in Commodity Interests, Physical Commodities or Financial Contracts in connection with such business may be deemed to be held for investment purposes. “Commodity Interests” means commodity futures contracts, options on commodity futures contracts and options on physical commodities traded on or subject to the rules of: (i) any contract market designated for trading such transactions under the U.S. Commodity Exchange Act, as amended, and the rules thereunder; or (ii) any board of trade or exchange outside the United States, as contemplated in Part 30 of the rules under the U.S. Commodity Exchange Act, as amended. “Public Company” means a company that: (i) files reports pursuant to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended; or (ii) has a class of securities that are listed on a “Designated Offshore Securities Market”, as defined by Regulation S of the Securities Act. “Financial Contract” means any arrangement that: (i) takes the form of an individually negotiated contract, agreement, or option to buy, sell, lend, swap or repurchase, or other similar individually negotiated transaction commonly entered into by participants in the financial markets; (ii) is in respect of securities, commodities, currencies, interest or other rates, other measures of value, or any other financial or economic interest similar in purpose or function to any of the foregoing; and (iii) is entered into in response to a request from a counter party for a quotation, or is otherwise entered into and structured to accommodate the objectives of the counterparty to such arrangement. “Physical Commodities” means any physical commodity with respect to which a Commodity Interest is traded on a market specified in the definition of Commodity Interests above. “Related Person” means a person who is related to the Investor as a sibling, spouse or former spouse, or is a direct lineal descendant or ancestor by birth or adoption of the Investor, or is a spouse of such descendant or ancestor; provided, that in the case of a Family Company, a Related Person includes any owner of the Family Company and any person who is a Related Person of such an owner. “Family Company” means a company that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established for the benefit of such persons. For purposes of determining the amount of investments owned by a company, there may be included investments owned by majority-owned subsidiaries of the company and investments owned by a company (“Parent Company”) of which the company is a majority-

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owned subsidiary, or by a majority-owned subsidiary of the company and other majority-owned subsidiaries of the Parent Company. In determining whether a natural person is a qualified purchaser, there may be included in the amount of such person’s investments any investment held jointly with such person’s spouse, or investments in which such person shares with such person’s spouse a community property or similar shared ownership interest. In determining whether spouses who are making a joint investment in the Fund are qualified purchasers, there may be included in the amount of each spouse’s investments any investments owned by the other spouse (whether or not such investments are held jointly). There shall be deducted from the amount of any such investments any amounts specified by paragraph 2(a) of Annex 2 incurred by such spouse. In determining whether a natural person is a qualified purchaser, there may be included in the amount of such person’s investments any investments held in an individual retirement account or similar account the investments of which are directed by and held for the benefit of such person.

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EXHIBIT B Annex 2 VALUATION OF INVESTMENTS The general rule for determining the value of investments in order to ascertain whether a Person is a qualified purchaser is that the value of the aggregate amount of investments owned and invested on a discretionary basis by such Person shall be their fair market value on the most recent practicable date or their cost. This general rule is subject to the following provisos: (1)

In the case of Commodity Interests, the amount of investments shall be the value of the initial margin or option premium deposited in connection with such Commodity Interests; and

(2)

In each case, there shall be deducted from the amount of investments owned by such Person the following amounts: (a)

The amount of any outstanding indebtedness incurred to acquire or for the purpose of acquiring the investments owned by such Person.

(b)

A Family Company, in addition to the amounts specified in paragraph (a) above, shall have deducted from the value of such Family Company’s investments any outstanding indebtedness incurred by an owner of the Family Company to acquire such investments.

27143726v.1

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SUBSCRIPTION AGREEMENT AND CONSENT TO LIMITED PARTNERSHIP AGREEMENT Dated: ____/___/____ (MONTH/DAY/YEAR) Carinthia Group 1, L.P. 89 Grand Summit Way West Dover, VT 05356 Gentlemen: The undersigned (or "I" or "me" or "my," as applicable), subject to the terms and conditions herein, hereby irrevocably subscribes for one limited partnership Interest (the “Interest”) in Carinthia Group 1, L.P., a Vermont limited partnership or Carinthia Group 2, L.P. (the “Partnership”). The minimum capital contribution (the "Capital Contribution") is Five Hundred Thousand Dollars (US$500,000) for an investor seeking lawful permanent resident status under the EB-5 Visa Program under § 203 (b)(5)(A) - (D) of the Immigration and Nationality Act (the "Act") (the "EB-5 Visa Program"). 1 In addition, though not part of my investment for purposes of the EB-5 Visa Program, under the terms of the Limited Partnership Agreement I am also paying an "Administrative Fee" of Fifty Thousand Dollars (US$50,000) to Mount Snow GP Services LLP, the general partner of the Partnership (the “General Partner”), which amount shall not constitute a capital contribution, but which amount will be used to pay (including reimbursement of previously paid amounts) the fees and expenses of the General Partner and Mount Snow Ltd. incurred in structuring and organizing the project in compliance with the requirements of the EB-5 Visa Program, including marketing, consulting, escrow, legal and other fees and expenses and any fees of foreign broker/dealers, and coordinating with counsel and foreign broker/dealers with respect to the collection of information from potential alien entrepreneurs and other administrative matters arising in connection with their admission as limited partners of the Partnership. Payment in full for the Interest purchased and the Administrative Fee must accompany this Agreement. An "Interest" is defined In the Limited Partnership Agreement as the partner's right, title, and interest in the Partnership, including any and all assets, distributions, losses, profits and shares of the Partnership, whether cash or otherwise, and any other interests and economic incidents of ownership whatsoever of such partner in the Partnership. Subject to the terms set forth herein, the undersigned agrees that the Partnership may accept or reject this Subscription Agreement in its sole and absolute discretion. If upon payment of the Subscription Amount of $550,000 that consists of (a) the Capital Contribution of US$500,000 and (b) the Administrative Fee of US$50,000, and subject to the terms of the Escrow Agreement by and between the General Partner and People’s United Bank (the “Escrow Agreement”) (a copy of which has been provided to the undersigned), the Partnership accepts the Subscription Agreement, the Partnership shall notify the undersigned that it has accepted the subscription herein by delivering to the undersigned a fully signed copy of the Subscription Agreement and the undersigned shall be admitted as a Limited Partner of the Partnership, with a certificate evidencing the undersigned's Interest in the Partnership issued in the undersigned’s name to the undersigned within a reasonable period of time.

1

For investors not seeking the benefits of such EB-5 program, the minimum Capital Contribution may be reduced at the sole discretion of the general partner.

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Parallel Fund Carinthia Group 1, L.P. will be exempt from registration under Section 3(c)(1) of the Investment Company Act of 1940. A separate parallel fund, Carinthia Group 2, L.P., is being established which will rely upon another exemption; it will have an identical investment program, the same general partner and substantially identical Limited Partnership Agreement with that of Carinthia Group 1, L.P. Without altering the economic rights and obligations of the partners, the general partner, in its reasonable discretion, may at any time cause a limited partner to exchange its interest in Carinthia Group 1, L.P. for an economically equivalent interest in the parallel fund, Carinthia Group 2, L.P. Investor Representations I reaffirm the representations concerning me made in the Investor Questionnaire, all of which are hereby incorporated herein by reference. I further represent and warrant as follows: (a) I have received and read the Private Placement Memorandum, dated [____________], including the Limited Partnership Agreement and Exhibits thereto (the "Memorandum"), covering the sale of the Interests (the ”Offering”) and hereby acknowledge that I am not acting on the basis of any representations and warranties other than those contained in the Memorandum. I hereby acknowledge that all matters relating to the Memorandum have been explained to me to my satisfaction and approval, and that I understand the speculative nature and the risks involved in the proposed investment. Nothing set forth in the Limited Partnership Agreement or the terms of the Offering constitutes a guaranty of repayment of my capital contribution or can be considered an agreement of any kind to redeem my investment under any circumstances. My investment is totally at risk. (b) I, either alone or together with my advisors, have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of the purchase of the Interest and of protecting my interests in connection therewith. I understand that no federal or state or other government agency has passed upon the Interest or made any finding or determination concerning the fairness or advisability of this investment. (c) I have been furnished with all information which I deem necessary to evaluate the merits and risks of purchasing the Interest and have had the opportunity to ask questions and receive answers concerning the Interest and the Partnership from the General Partner and the Partnership and all questions posed have been answered to my satisfaction. I have been given the opportunity to visit the Mount Snow ski resort and obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Interest and the Partnership. (d) I agree to be bound by all of the terms and provisions of the Memorandum and to perform any obligations therein imposed on a purchaser with respect to an Interest purchased as a result thereof, and I acknowledge that the Partnership will be relying on the agreements and information as provided by me in determining my qualifications to invest in the Partnership. (e)

I am (check the box that applies): (i) A resident of, and living in the United States at the time of sale and therefore Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), shall apply (“Regulation D Investor”); or

C-2

(ii) Not resident in the United States at this time. I will not be a resident at the time of sale, and therefore Regulation S of the Securities Act shall apply (“Regulation S Investor”). (f) For Regulation D Investors only: I am an “accredited investor” (as defined in Regulation D under the Securities Act). (g) For Regulation S Investors only: I am not a "U.S. person" (as defined in Regulation S under the Securities Act) and am not acquiring the Interest for the account or benefit of any U.S. person. I was not physically present in the United States (i) when this Subscription Agreement and other offering materials were received from the Partnership or any person acting on its behalf, or (ii) when I execute the Subscription Agreement, the Partnership Agreement and any other materials executed by me in connection with my purchase of the Interest. I agree that, in addition to any other limitations set forth herein or in the Partnership Agreement, I (i) shall not resell the Interest except in accordance with Regulation S, pursuant to the registration requirements of the Securities Act or pursuant to valid exemption from the registration requirements of the Securities Act, and (ii) shall not to engage in hedging transactions with regard to such Interest unless in compliance with the Securities Act. I understand that the Partnership shall refuse to register any transfer of the Interest not made in accordance with this Subscription Agreement and the Partnership Agreement. If I act in violation of these restrictions, I shall be solely responsible for any liability resulting from such violation. I understand that any certificate or other document evidencing an Interest shall be endorsed with a legend substantially to such effect. (h) The Partnership has made all documents pertaining to this investment available to me and, if I so requested, to my attorney and/or accountant. I have relied solely upon the Memorandum presented by the Partnership, the Exhibits to the Memorandum, and such independent investigations as made by me in making a decision to purchase the Interest subscribed for herein. I have received all information and data that I believe to be necessary in order to reach an informed decision as to the advisability of an investment in the Interest. To the extent that I have deemed it appropriate to do so, I have retained, and relied upon, appropriate professional advice regarding the tax, legal, immigration and financial merits and consequences of an investment in the Interest. (i) I am investing in my own name and I am acquiring the Interest for my own account, for investment only and not with a view to or in connection with any resale or distribution of the Interest. I have no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge the Interest. (j) I understand that the Interest has not been registered under the Securities Act, or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by me in this Subscription Agreement. The Partnership is relying upon my representations contained in this Subscription Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. I hereby agree to indemnify the Partnership, the General Partner, their affiliates, agents, consultants and advisors, including their respective members, officers and directors, and to hold each harmless from and against all liabilities, costs or expenses (including attorney’s fees) arising by reason of or in connection with any misrepresentation or any breach of such warranties by me, or my failure to fulfill any of my covenants or agreements set forth herein, or arising as a result of the sale or distribution of the Interest by me in violation of the Securities Exchange Act of 1934, as amended, the Securities Act, or any other applicable law (k) I understand that the Interests offered by the Partnership are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that I may only dispose of the Interest pursuant to an effective

C-3

registration statement under the Securities Act or an exemption from such registration if available (as evidenced by a written opinion of counsel of the Partnership). I agree that I shall be responsible for compliance with all conditions on transfer imposed by the Limited Partnership Agreement and any regulatory authority and for any expenses incurred by the Partnership for legal or accounting services in connection with reviewing any proposed transfer or issuing opinions in connection therewith. In addition to the foregoing, I acknowledge an understanding of the restrictions on transferability of the Interest under the Limited Partnership Agreement and realize that no transfer may occur, excepting as permitted under the Limited Partnership Agreement. I understand that any certificate or other document evidencing an Interest shall be endorsed with a legend substantially to such effect. (l) This Subscription Agreement and the representations and warranties contained herein shall be binding upon my heirs, legal representatives, successors and assigns. For investors subscribing for an interest to meet the requirements of the EB-5 Visa Program With respect to my qualifications as an “alien entrepreneur” for purposes of the EB-5 Visa Program, I represent, acknowledge and warrant to the Partnership and the General Partner as follows: (i) I have attained the age of 18 years and have the legal capacity and competence to execute all necessary documents in connection with this Offering and to take all actions required pursuant to those documents. (ii) I shall hire independent counsel for immigration processing and other legal matters. I shall be responsible for payment of my own legal fees and costs. (iii) I have complied and will continue to comply with all the requirements, terms and conditions prescribed by U.S. Citizen and Immigration Services and the U.S. Department of State in connection with my forthcoming petition I-526 Petition and subsequent applications for lawful permanent residence. (iv) I am in good health and know of no health impairment which would likely result in my exclusion or the exclusion of any my family members under the US Immigration and Nationality Act, as amended. (v) I have never been convicted of any criminal offense, including crimes of moral turpitude, or engaged in any acts which constitute crimes of which I have not been convicted and I do not know of any facts howsoever whatsoever which would result in my failure to meet the requirements of an "alien entrepreneur" under the applicable sections of the US Immigration and Nationality Act, or any grounds of inadmissibility that the United States Government may cite which would result in my failure to be admitted into the United States as a lawful permanent resident. See section captioned "Risk Factors – Risk Factors Related to the Immigration Process" in the Memorandum. (vi) I understand that the Partnership and the General Partner shall use their reasonable efforts to provide documentation to my immigration counsel in support of the filing of my I-526 Petition. (vii) I understand that the Partnership and the General Partner shall use their reasonable efforts to provide documentation to my immigration counsel in support of the filing of my I-829 Petition and hereby authorize the General Partner to engage with, delegate to, and reasonably compensate qualified persons in the assembly and preparation of documents, reports and required verification of requisite job creation in connection with and in support of my I-829 Petition to remove conditions to obtaining permanent residency. I acknowledge that any costs incurred by the General Partner pursuant to the foregoing authorization shall be reimbursed by the Partnership.

C-4

(viii) I understand that upon acceptance of my subscription and admittance as a limited partner of the Partnership, it is my sole responsibility and at my own risk and cost to file my I-526 and I-829 petitions within the periods prescribed by applicable laws. I understand that I am not entitled to a refund of my Capital Contribution or Administrative Fee for failure to file my I-526 or I-829 Petitions within the periods prescribed by applicable laws. (ix) I understand that in general, once the General Partner accepts the investment and the funds are released from escrow, the funds are nonrefundable. However, I may seek a return of the $500,000 capital contribution and a portion of the $50,000 administrative fee if my I-526 petition is denied. Any return of funds is subject to the discretion of the General Partner, and requires that I have made a good faith effort to secure USCIS approval of my I-526 petition. A request for the return of capital and a portion of the administrative fee must be made in writing to the General Partner. (x) If I do not have a US social security number (SSN) or an individual tax identification number (ITIN) at the time of my investment into the Partnership, I must apply for and provide one in a timely manner after the investment and prior to any distributions to me as described in the Partnership Agreement.

C-5

Power of Attorney To facilitate the expeditious administration of the business operations of the Partnership, I hereby irrevocably designate and appoint [ Richard Deutsch ], or his designee, with full power of substitution, my agent and attorney-in-fact in my name, place and stead to do any act or thing required by me under the Limited Partnership Agreement and to make, execute, swear to and acknowledge, amend, file, record, deliver and publish, or apply for (a) any certificate of limited partnership, or amended certificate of limited partnership required to be filed on behalf of the Partnership under the laws of the State of Vermont, or required or permitted to be filed or recorded under the statutes relating to limited partnerships under the laws of any jurisdiction in which the Partnership shall engage or seek to engage in business; (b) any fictitious or assumed name certificate required or permitted to be filed by or on behalf of the Partnership; (c) any other instruments necessary to conduct the operations of the Partnership or which may be required or permitted by law to be filed on behalf of the Partnership; and (d) a social security number (SSN) or an individual tax identification number (ITIN) in connection with distributions to be made to me under the Limited Partnership Agreement. Provided, however, the said agent and attorney-infact may not take any action which under the Limited Partnership Agreement requires or permits the holders of the Interests to vote. The existence of this power of attorney, which shall not be affected by my disability, shall not preclude execution of any such instrument by me individually on such matter. The foregoing power of attorney is coupled with an interest, shall be irrevocable and shall survive my death, bankruptcy or incapacity and the assignment by me of my Interest. Any person dealing with the Partnership shall conclusively presume and rely upon the fact that any such instrument executed by such agent and attorney-in-fact is authorized, regular and binding without further inquiry. I shall execute and deliver to the Partnership within five days after receipt of a request therefore by the Partnership such further designations, powers of attorney and other instruments as the Partnership shall reasonably deem necessary.

Consent to Limited Partnership Agreement The undersigned hereby consents (the “Consent”) to the terms and conditions of the Limited Partnership Agreement of Carinthia Group 1, L.P. or Carinthia Group 2, L.P. (the “Partnership”) in connection with the undersigned’s subscription for a limited partnership interest in the Partnership (an “Interest”) for a capital contribution of US$500,000 and agrees that this Consent shall constitute the equivalent of signing the Limited Partnership Agreement. The undersigned also confirms and attests that I have received and reviewed, and understand and am fully satisfied with, all of the information and documentation I consider necessary or appropriate in deciding whether to purchase an Interest in the Partnership, including but not limited to the Memorandum, including all exhibits thereto and all financial information disclosed therein or under the Limited Partnership Agreement; have had the opportunity to ask questions and receive answers from the General Partner and the Partnership regarding the terms and conditions of the purchase of an Interest in the Partnership, and regarding the business, properties, prospects, risk factors and financial condition of the Partnership; and have had the opportunity to review the books and records of the Partnership and to obtain additional information (to the extent the Partnership possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to me or to which I have had access.

C-6

The undersigned acknowledges the receipt of a true and correct copy of the Memorandum including the Limited Partnership Agreement and agrees to be bound by its terms. My Capital Contribution shall be used to further the business purposes of the Partnership as set forth in the Limited Partnership Agreement and the Memorandum.

Individual Investor Name Date

Signature Address

Country of Residence Place of Birth Telephone:

Email: ACCEPTANCE

On this _____ day of ____________, 20__, Carinthia Group 1, L.P./Carinthia Group 2, L.P. (the “Partnership”) hereby accepts the subscription of _________________________ for one Interest, on the terms set forth herein. Carinthia Group 1, L.P./Carinthia Group 2, L.P. By: Mount Snow GP Services LLC, the General Partner

By: Duly Authorized Agent ACCEPTANCE OF AGENT UNDER POWER OF ATTORNEY (IF APPLICABLE) Richard Deutsch acknowledges that the foregoing Subscription Agreement contains a power of attorney from the specific Investor, and he accepts his appointment as the Investor’s true and lawful agent and attorney-in-fact. Richard Deutsch understands his duties under the Subscription Agreement and Vermont law regarding powers of attorney as defined in 14 V.S.A. Section 3503(e).

______________________________________________ Agent: Richard Deutsch

C-7

Witness Affirmation The undersigned witness to the signature of [INVESTOR NAME] ____________________ affirms that he appeared to be of sound mind and free from duress at the time the power of attorney contained in the foregoing instrument was signed, and that he affirmed that he was aware of the nature of the foregoing document and the power of attorney contained therein and signed it freely and voluntarily. Witness Acknowledgement (By notary public or foreign equivalent thereof) On this _____ day of ________, 2014, before me personally appeared [INVESTOR NAME] _______________________ to me known to be the person who executed the foregoing instrument, and he thereupon duly acknowledged to me that he executed the same to be his free act and deed.

Name:

C-8

Section 5 The Exhibits

58

Schedule of Exhibits EXHIBIT 1

REGIONAL CENTER DESIGNATION

EXHIBIT 2

TEA: POPULATION STATISTICS AS EVIDENCE OF WEST DOVER AND WILMINGTON, VT HAVING POPULATIONS WELL BELOW 20,000

EXHIBIT 3

U.S. SENATOR PATRICK LEAHY LETTER STATE OF VERMONT GOVERNOR PETER SHUMLIN LETTER STATE OF VERMONT SECRETARY OF COMMERCE LAWRENCE MILLER LETTER

EXHIBIT 4

LETTERS OF SUPPORT FROM LOCAL OFFICIALS

EXHIBIT 5

CERTIFICATES OF LIMITED PARTNERSHIP OF CARINTHIA GROUP 1, L.P. AND CARINTHIA GROUP 2, L.P.

EXHIBIT 6

LETTERS FROM IRS CONFIRMING FEDERAL EMPLOYER IDENTIFICATION NUMBER FOR THE PARTNERSHIPS

EXHIBIT 7

CERTIFICATE OF ORGANIZATION OF GENERAL PARTNER; MOUNT SNOW GP SERVICES LLC

EXHIBIT 8

OPERATING AGREEMENT OF MOUNT SNOW GP SERVICES LLC

EXHIBIT 9

CERTIFICATE OF ORGANIZATION OF WEST LAKE WATER PROJECT LLC

EXHIBIT 10

CERTIFICATE OF ORGANIZATION OF CARINTHIA SKI LODGE LLC

EXHIBIT 11

FORM OF LOAN AGREEMENT BETWEEN WEST LAKE WATER PROJECT LLC AND CARINTHIA GROUP 1 AND 2, L.P. (INCLUDING THE FORM OF NOTE ATTACHED THERETO AS EXHIBIT A AND THE FORM OF GUARANTY OF COLLECTION BY PEAK RESORTS, INC. ATTACHED THERETO AS EXHIBIT B)

EXHIBIT 12

FORM OF LOAN AGREEMENT BETWEEN CARINTHIA SKI LODGE LLC AND CARINTHIA GROUP 1 AND 2, L.P. (INCLUDING THE FORM OF NOTE ATTACHED THERETO AS EXHIBIT A AND THE FORM OF GUARANTY OF COLLECTION BY PEAK RESORTS, INC. ATTACHED THERETO AS EXHIBIT B)

EXHIBIT 13

ECONOMIC AND JOB CREATION IMPACTS STUDY

EXHIBIT 14

MEMORANDUM OF UNDERSTANDING - VERMONT REGIONAL CENTER

EXHIBIT 15

FORM OF GROUND LEASE BETWEEN MOUNT SNOW LTD. AND CARINTHIA SKI LODGE LLC

EXHIBIT 16

FORM OF GROUND LEASE BETWEEN MOUNT SNOW LTD. AND WEST LAKE WATER PROJECT LLC

EXHIBIT 1

REGINIONAL CENTER DESIGNATION

EXHIBIT 2 TEA: POPULATION STATISTICS AS EVIDENCE OF WEST DOVER AND WILMINGTON, VT HAVING POPULATIONS WELL BELOW 20,000

Town of

Wilmington (802) 464-8591 (Voice) (802) 464-8477 (FAX) www.wilmingtonvermont.us

September 19, 2012 To Whom It May Concern: The Town of Wilmington’s 2010 census count was 1,876 people. Currently, the town has approximately 1,582 registered voters. Since the 2010 census, I see the town’s population decreasing slightly with an increase in the number of out-of-state people buying property in town. If you need additional information, please do not hesitate to contact me. Sincerely,

Scott Murphy Wilmington Town Manager

2 East Main Street

·

Post Office Box 217

·

Wilmington, Vermont 05363

EXHIBIT 3

U.S. SENATOR PATRICK LEAHY LETTER STATE OF VERMONT GOVERNOR PETER SHUMLIN LETTER STATE OF VERMONT SECRETARY OF COMMERCE LAWRENCE MILLER LETTER

PETERSHUMLIN Governor

StatercrfVermont

OFFICEOFTHE GOVERNOR 25,2014 February

Dick Deutsch,Principal Mount Snow Resort 39 Mount Snow Road WestDover,VT 05356 Dear Dick: It's exciting news that Mount Snow hascreatedits first EB-5 project in southern Vermont. As a native Vermonter from the southernpart of the state,I'm especially pleasedthat Mount Snow is working to bring new developmentto this areaof our state. I understandthe West Lake Water:Projectwill provide Mount Snow with six times the water it currently has available for snowrnakingwhile at the sametime respectingthe surrounding.nuiron*ent. Togetherwith l;heCarinthiaSki Lodge which will provide a new, three-storybuilding that includesa cafeteria,restaurant,retail shop,convenience storeand skier servicas,I am thrilled at thejobs and positive economicimpactsyour proposeddevelopmentwill createin SouthernVermont' The Vermont EB-5 RegionalCenterhas a long history of successfulprojectsand we are glad to welcomeyo,tt ptoposeddeveloprnentto the program. I look forward to the future successof the Mount Sno* project und I, as well as our RegionalCenterteam,stand readyto assistyou.

ncerely,

4f\yr"l* r,^n,/

J(,\L-',,-

/

\P\ .^r.t;0/ c

_

PeterShumlin Governor

6l i19\r' t

\J

109STAfE STREET I THE PAVILION O MONTPELIER,VT 05609-0101T WWW.VERMONT.GOV TELEPHONE:802.828.3333 r FAX: 802.828.3339r TDD: 802.828.3345

EXHIBIT 4 LETTERS OF SUPPORT FROM LOCAL OFFICIALS

BRATTLEBORO DEVELOPMENT CREDIT CORPORATION "WHERE VERMONT

BEGINS"

76

corroN

MILL HILL

c-1 BRATTLEBoRo,

vr

05301-8694

(802) 2s7-7731 Fax: (802) 257-0294

Richard Deutsch, Principal Peak Resorts Mount Snow Resort West Dover, VT 05356 Re: West Lake snowmaking water

project

Dear Dick: The Board of Directors of the Brattleboro Development Credit Corporation, the economic development agency for the Windham region, has discussed the Mount Snow West Lake project and is in strong support. We recognize that this project is critical for the success of Mount Snow, and that Mount Snow's success is critical for the Deerfield Valley and Southern Vermont. The West Lake snowmaking project will allow Mount Snow to grow and increase snowmaking to 100% of the mountain, while allowing the resort to meet current regulatory standards in terms of water

withdrawal. The proposal is innovative and thoughtful offering the prospect of outcomes that satisfy key stakeholders including Mount Snow and its need to be competitive in the industry, the environmental concerns, and the long-term stability, economic and environmental, of this beautiful area.

M. Lewis

utive Director

EXHIBIT 5

CERTIFICATES OF LIMITED PARTNERSHIP OF CARINTHIA GROUP 1, L.P. AND CARINTHIA GROUP 2, L.P.

EXHIBIT 6 LETTERS FROM IRS CONFIRMING FEDERAL EMPLOYER IDENTIFICATION NUMBER FOR THE PARTNERSHIPS

DEPARTMENT OF THE TREASURY aW01-"L'INTERNAL REVENUE SERVICE 45999-0023 CINCINNATI OH Date of this notice:

03-13-2014

Employer Identification Number: 46-5081430 Form:

SS-4

Number of this notice: CARINTHIA GROUP 2 LP DOUGLAS HAUER 89 GRAND SUMMIT WAY WEST DOVER, VT 05356

CP 575 B

For assistance you may call us at: 1-800-829-4933

IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE.

WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thank you for applying for an Employer Identification Number (EIN). We assigned you EIN 46-5081430. This EIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us. Based on the information received from you or your representative, you must file the following form(s) by the date(s) shown. Form 1065

04/15/2015

If you have questions about the form(s) or the due date(s) shown, you can call us at the phone number or write to us at the address shown at the top of this notice. If you need help in determining your annual accounting period (tax year), see Publication 538, Accounting Periods and Methods. We assigned you a tax classification based on information obtained from you or your representative. It is not a legal determination of your tax classification, and is not binding on the IRS. If you want a legal determination of your tax classification, you may request a private letter ruling from the IRS under the guidelines in Revenue Procedure 2004-1, 2004-1 I.R.B. 1 (or superseding Revenue Procedure for the year at issue). Note: Certain tax classification elections can be requested by filing Form 8832, Entity Classification Election. See Form 8832 and its instructions for additional information. A limited liability company (LLC) may file Form 8832, Entity Classification Election, and elect to be classified as an association taxable as a corporation. If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing S corporation status, it must timely file Form 2553, Election by a Small Business Corporation. The LLC will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8832. To obtain tax forms and publications, including those referenced in this notice, visit our Web site at www.irs.gov. If you do not have access to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office.

EXHIBIT 7 CERTIFICATE OF ORGANIZATION OF GENERAL PARTNER; MOUNT SNOW GP SERVICES LLC

EXHIBIT 8 OPERATING AGREEMENT OF MOUNT SNOW GP SERVICES LLC

OPERATING AGREEMENT This Operating Agreement (the "Agreement") made and entered into this 2nd day of October, 2012 (the "Execution Date"), BY

Mount Snow Ltd. of PO Box 2805, West Dover, VT 05356 (the "Member").

BACKGROUND A. The Member wishes to be the sole member of a limited liability company. B. The terms and conditions of this Agreement will govern the member within the limited liability company. IN CONSIDERATION OF and as a condition of the Member entering into this Agreement and other valuable consideration, the receipt and sufficiency of which is acknowledged, the Member declares as follows: 1. Formation: By this Agreement the Member forms a Limited Liability Company (the "Company") in accordance with the laws of the State of Vermont. The rights and obligations of the Member will be as stated in Chapter 21 of the Vermont Statutes (the "Act") except as otherwise provided here. 2. Name: The name of the Company will be Mount Snow GP Services, LLC. 3. Purpose: Real Estate Development. 4. Term: The Company will continue until terminated as provided in this Agreement or may dissolve under conditions provided in the Act. 5. Place of Business: The Principal Office of the Company will be located at 89 Grand Summit Way, PO Box 2805, West Dover, VT 05356 or such other place as the Members may from time to time designate. 6. Capital Contributions: The following is a list of the Member’s Initial Capital Contributions to the Company according to the following terms:

Member

Mount Snow Ltd.

Mount Snow GP Services Operating Agmt. 

 

Contribution Description Office space, clerical and legal and administrative assistance.

Page 1 of 7 

Value of Contribution $10,000.00

Delivery Date October 2, 2012

Distribution of Profits/Losses 8. Subject to the other provisions of this Agreement, the Net Profits or Losses of the Company, for both accounting and tax purposes, will accrue to and be borne by the Company. Distributions are to be made at the will of the Manager. 9. Tax Allocations will be borne entirely by the company. 10. No Member will have priority over any other Member, if any, for the distribution of Net Profits or Losses. 11. Voting: The Member will have a single equal vote on any matter. 12. Nature of Interest: The Member's interest in the Company will be considered personal property, and will at no time be considered real property. 13. Withdrawal of Contribution: The Member will not withdraw any portion of its Capital Contribution until the termination of the company. 14. Liability for Contribution: The Member has no obligation to make a Capital Contribution. 15. Additional Contributions: Capital Contributions may be required from time to time, according to the requirements of the Company provided that the Member’s interests are not affected. 16. Capital Accounts: An individual capital account will be maintained for the Member. Any Additional Contributions made by the Member will be credited to that Member's individual Capital Account. 17. Interest on Capital: No borrowing charge or loan interest will be due or payable to the Member in the event of a Capital Contribution inclusive of any agreed Additional Contributions. 18. Compensation of Members for Services Rendered: The Member will not be compensated by the Company for services rendered to or on behalf of the Company. 19. Management: Management of this Company is vested in the Member. 20. Authority to Bind Company: Only Richard Deutsch has the authority to bind the Company in contract. 21. Duty to Devote Time: The Member will devote such time and attention to the business of the Company reasonably determine for the conduct of the Company business. 24. Member Meetings: Member meetings will be held at the following address, or any other location that the Members may from time to time designate: 89 Mount Snow Rd., West

Mount Snow GP Services Operating Agmt. 

 

Page 2 of 7 

Dover, VT 05356. Any impending Member meeting will require 1 day notice be given to all Members. 25. Admission of New Members: A new Member may only be admitted to the Company by a vote of the existing Member. The new Member agrees to be bound by all the covenants, terms, and conditions of this Agreement, inclusive of all current and future amendments. Further, a new Member will execute such documents as are needed to effect the admission of the new Member. Any new Member will receive such business interest in the Company as determined by a unanimous decision of the other Members. 26. Dissociation of a Member: Voluntary Withdrawal: Any Member (the "Dissociated Member") will have the right to voluntarily withdraw from the Company at the end of any fiscal year. The withdrawal of such Member will result in the dissolution of the Company. It remains incumbent on the withdrawing Member to exercise this right in good faith and to minimize any present or future harm done to the Company as a result of the withdrawal. Involuntary Withdrawal: Events leading to the involuntary withdrawal of the Member (the "Dissociated Member") from the Company will include but not be limited to: breach of fiduciary duties by the Member; Operation of Law against the Member or a legal judgment against the Member that can reasonably be expected to materially affect the business operation of the Company. Expulsion of a Member can also occur on application by the Company or another Member, if any, where it has been judicially determined that the Member: has engaged in wrongful conduct that adversely and materially affected the Company's business; has willfully or persistently committed a material breach of the Operating Agreement or of a duty owed to the Company or to the other Members; or has engaged in conduct relating to the Company's business that makes it not reasonably practicable to carry on the business with the Member. The withdrawal of such Member will result in the dissolution of the Company. 27. Valuation of Interest: In the absence of a written agreement setting a value, the value of the Company will be based on the fair market value appraisal of all Company assets (less liabilities) determined in accordance with generally accepted accounting procedures. This appraisal will be conducted by an independent accounting firm. An appraiser will be appointed within a reasonable period of the date of withdrawal or dissolution. The results of the appraisal will be binding on the Member. A Member's interest will be in proportion to their profit and loss share in the Company, less any outstanding liabilities the Member may have to the Company. No allowance will be made for goodwill, trade name, patents or other intangible assets, except where those assets have been reflected on the Company books immediately prior to valuation. 28. Dissolution: The Company may be dissolved by a vote of the Member. The Company will also be dissolved on the occurrence of events specified in the Act. Upon Dissolution of the Company and liquidation of Company property, and after payment of all selling costs and expenses, the liquidator will distribute the Company assets to the following groups according to the following order of priority: Mount Snow GP Services Operating Agmt. 

 

Page 3 of 7 

a. in satisfaction of liabilities to creditors except Company obligations to the Member; b. in satisfaction of Company obligations to the Member to pay debts. 29. The claims of each priority group will be satisfied in full before satisfying any claims of a lower priority group. Any excess of Company assets after liabilities or any insufficiency in Company assets in resolving liabilities under this section will be resolved by the Member. 30. Records: The Company will at all times maintain accurate records of the following: a. Information regarding the status of the business and the financial condition of the Company. b. A copy of the Company federal, state, and local income taxes for each year (promptly after becoming available). c. Name and last known business, residential, or mailing address of the Member. d. A copy of this Agreement and any articles or certificate of formation, as well as all amendments, together with any executed copies of any written powers of attorney pursuant to which this Agreement, articles or certificate, and any amendments have been executed. e. reserved 31. The Member has the right to demand, within a reasonable period of time, a copy of any of the above documents for any purpose reasonably related to their interest as the Member of the Company, at its expense. 32. Books of Account: Accurate and complete books of account of the transactions of the Company will be kept and at all reasonable times be available and open to inspection and examination by the Member. The Books of Account will be kept on the cash basis method of accounting. 33. Banking and Company Funds: The funds of the Company will be placed in such investments and banking accounts as will be designated by the Member. 34. Audit: The Member will have the right to request an audit of the Company books. The cost of the audit will be borne by the Company. The audit will be performed by an accounting firm acceptable to the Member. Not more than one (1) audit will be required by the Member for any fiscal year. 35. Fiscal Year End: The fiscal year end of the Company is the 1st day of April.

Mount Snow GP Services Operating Agmt. 

 

Page 4 of 7 

36. Tax Treatment: This Company is intended to be treated as a disregarded entity, for the purposes of Federal and State Income Tax. 37. Annual Report: As soon as practicable after the close of each fiscal year, the Company will furnish to the Member an annual report showing a full and complete account of the condition of the Company This report will consist of at least: a. A copy of the Company's federal income tax returns for that fiscal year. 38. Goodwill: The goodwill of the Company will be assessed at an amount to be determined by appraisal using generally accepted accounting procedures. 39. Governing Law: The Member shall submit to the jurisdiction of the courts of the State of Vermont for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. 40. Mediation and Arbitration: In the event a dispute arises out of or in connection with this Agreement, the Company will attempt to resolve the dispute through friendly consultation. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of Vermont. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of Vermont. 41. Force Majeure: The Member will be free of liability to the Company where the Member is prevented from executing their obligations under this Agreement in whole or in part due to force majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event. Forbidden Acts: 42. The Member may not do any act in contravention of this Agreement. 43. The Member may not permit, intentionally or unintentionally, the assignment of express, implied or apparent authority to a third party that is not a Member of the Company. 44. The Member may not do any act that would make it impossible to carry on the ordinary business of the Company. 45. The Member will not have the right or authority to bind or obligate the Company to any extent with regard to any matter outside the intended purpose of the Company. 46. The Member may not confess a judgment against the Company. 47. Indemnification: The Member will be indemnified and held harmless by the Company from and against any and all claims of any nature, whatsoever, arising out of the Member's participation in Company affairs. The Member will not be entitled to Mount Snow GP Services Operating Agmt. 

 

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indemnification under this section for liability arising out of gross negligence or willful misconduct of the Member or the breach by the Member of any provisions of this Agreement. 48. Liability: The Member or any of its employees will not be liable to the Company or to any other Member for any mistake or error in judgment or for any act or omission believed in good faith to be within the scope of authority conferred or implied by this Agreement or the Company. The Member or employee will be liable only for any and all acts and omissions involving intentional wrongdoing. 49. Liability Insurance: The Company may acquire insurance on behalf of the Member, employees, agent or other person engaged in the business interest of the Company against any liability asserted against them or incurred by them while acting in good faith on behalf of the Company. 50. Amendment of Operating Agreement: Amendments can only be made at the approval of the Manager. Amendment of this section or the Voting section will require the consent of the Member. 51. Title to Company Property: Title to all Company property will remain in the name of the Company. Miscellaneous 52. Time is of the essence in this Agreement. 53. This Agreement may be executed in counterparts. 54. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in a neutral gender include the masculine gender and the feminine gender and vice versa. 55. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result. 56. This Agreement contains the entire agreement between the parties. All negotiations and understandings have been included in this Agreement. Statements or representations that may have been made by any party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements have no force or effect in respect to this Agreement. Only the written terms of this Agreement will bind the parties.

Mount Snow GP Services Operating Agmt. 

 

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57. This Agreement and the terms and conditions containedin this Agreement apply to and arebinding upon the Member'ssuccessors, assigns,executors,administrators, beneficiaries,and representatives. 58. Any notices or delivery required here will be deemedcompleted when hand-delivered, delivered by agent,or seven(7) days after being placed in the post, postageprepaid, to the parties at the addressescontainedin this Agreement or as the parties may later designatein writing. 59. A11of the rights, remediesand benefits provided by this Agreernentwill be cumulative and will not be exclusive of any other such rights, remediesand benefits allowed by law. Definitions 60. For the purposeof this Agreement,the following terms are defined as follows: a. "Additional Contribution" meansCapital Contributions, other than Initial Contributions, made the Mernber to the Company. b. "Capital Contribution" meansthe total amount of cash,property, or services contributed to the Company by any one Member. c. "Initial Contribution" meansCapital Contributions made by the Member to acquire an interest in the Company. d. "Net Profits or Losses"meansthe net profits or lossesof the Companyas determinedby generally acceptedaccountingprinciples. e. "Operationof Law" meansriLghtsor dutiesthat are castupon aparty by the law, without any act or agreementon the part of the individual including, but not limited to, an assignmentfor the benefit of creditors, a divorce, or a bankruptcy. f.

"Principal Office" meansthe office whether inside or outside the Stateof Vermont where the executive or managementof the Company maintain their primary office.

IN WITNESS WHEREOF the parties have duly affixed their signaturesunder hand and seal on this 2nd dav of October. 2012. a r/ ' t t . Witness: ( (,btzth'td b/].r-"zc\Sign1 --T4U4R"4 Grt S+ (Print)

M o u n t S n o wG PS e r v i c e O s p e r a t i n gA g m t .

MountSnowLtd. (Member)

P a g e To f 7

EXHIBIT 9 CERTIFICATE OF ORGANIZATION OF WEST LAKE WATER PROJECT LLC

EXHIBIT 10 CERTIFICATE OF ORGANIZATION OF CARINTHIA SKI LODGE LLC

EXHIBIT 11 FORM OF LOAN AGREEMENT BETWEEN WEST LAKE WATER PROJECT LLC AND CARINTHIA GROUP 1 AND 2, L.P. (INCLUDING THE FORM OF NOTE ATTACHED THERETO AS EXHIBIT A AND THE FORM OF GUARANTY OF COLLECTION BY PEAK RESORTS, INC. ATTACHED THERETO AS EXHIBIT B)

LOAN AGREEMENT THIS LOAN AGREEMENT (the “Agreement”), dated as of [__________], 2014, is made by and among Carinthia Group 1, L.P., a limited partnership organized under the laws of the State of Vermont (the “Carinthia 1”) and Carinthia Group 2, L.P., a limited partnership organized under the laws of the State of Vermont (“Carinthia 2”) (Carinthia 1 and Carinthia 2, each collectively referred to as a “Lender” and collectively as “Lender”) and West Lake Water Project LLC, a limited liability company organized under the laws of the State of Vermont (the “Borrower”). RECITALS: WHEREAS, the Borrower was organized to undertake the development and construction of a new water storage reservoir and dams for snowmaking with capacity of up to 120 million gallons, three new pump houses and the installation of approximately 28 thousand feet of new snowmaking pipelines, a new ski lift and ancillary infrastructure on trails, lifts and snow making equipment at the Mount Snow Ski Resort in West Dover, Vermont (the “Project”); WHEREAS, under the terms of the offering (the “Offering”) described in the Carinthia Group Private Placement Memorandum (the “Private Placement Memorandum”), the Lender is seeking to raise capital from, among other investors, persons who are not citizens or lawful permanent residents of the United States and who desire to become limited partners of the Lender, and the investments may enable such investors to become eligible for admission to the United States of America as lawful permanent residents with their spouses and unmarried, minor children pursuant to 8 U.S.C.§1153 (b)(5)(A)-(D); INA § 203 (b)(5)(A)-(D) of the Immigration and Nationality Act (the “EB-5 Program”); and WHEREAS, to comply with the EB-5 Program the Lender must invest or loan the funds raised through the Offering from such investors in or to a business carrying on a “commercial venture”; and WHEREAS, in furtherance of the Offering and in compliance with the requirements of the EB-5 Program, each Lender has agreed, subject to the terms and conditions of this Agreement, to extend to the Borrower a line of credit in the minimum amount of $500,000 and a maximum principal amount of $30,000,000 based upon the number of limited partnership interests in each Lender sold pursuant to the Offering for the development and construction by Borrower of the Project, subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1.

Line of Credit.

1.1 Line of Credit Established. Subject to the terms and conditions hereof, and in reliance on the representations and warranties and covenants contained herein, Lender hereby agrees to extend one or more advances (each, an “Advance” and collectively, “Advances”), up to an aggregate principal amount of $30,000,000 (the sum of such Advances, the “Loan”), such Loan to be made by each Lender in accordance with each Lender’s proportionate interest set forth on Schedule 1 attached hereto; provided that the Borrower shall draw, and the Lender shall make, Advances equal to the entire principal amount of the Loan to the Borrower (or such lesser proceeds as shall have been received by the Lender from investors pursuant to the Offering) in material compliance with all requirements of the EB-5 Program and the Business Plan included in the Private Placement Memorandum including, without limitation, any applicable deadline for disbursement of the Loan, provided that any such non-compliance that would jeopardize any of the Lender’s limited partners’ capacity to be admitted to the United States of America as unconditional lawful permanent residents with their spouses and unmarried, minor children pursuant to 8 U.S.C. § 1153 (b)(5)(A) – (D), INA § 203 (b)(5)(A) – (D); the Departments of Commerce, Justice and State, the Judiciary, and Related Agencies Appropriations Act of 1993, Pub. L. No. 102-395, section 610, as amended; or 8 U.S.C. § 1186b, INA § 216A, as any of the foregoing may be amended, shall be deemed material. 1.2 Note. Concurrently with the execution of this Agreement, the Borrower hereby executes and delivers a promissory note payable to the Lender in the original principal amount of $30,000,000 (as amended, supplemented, restated, replaced or otherwise modified from time to time, the “Note”). The Note shall evidence the absolute and unconditional obligation of the Borrower to repay the Lender for all Advances made by the Lender, with interest as provided in this Agreement and the Note. Each Advance from time to time shall be deemed evidenced by the Note, which is deemed incorporated in this Agreement by reference and made part hereof. The Note shall be in the form set forth on Exhibit A. 1.3 Maturity and Interest Rate. The Borrower shall repay the Loan in full, together with any interest accrued but unpaid thereon, on the maturity date set forth in the Note. Advances shall bear interest on the unpaid principal balance of the Loan outstanding at any time from the Funding Date of each such Advance to the maturity date (or repayment) at the rate set forth in the Note. “Funding Date” means, with respect to any Advance, the date on which such Advance is made to the Borrower. 1.4

Draw Requests.

(a) At any time and from time to time, subject to the requirements of the EB-5 Program and the Business Plan included in the Private Placement Memorandum including, without limitation, any applicable deadline for disbursement of the Loan, the Borrower may request one or more Advances by submitting to the Lender a completed and executed draw request (“Draw Request”) no later than five business days prior to the Funding Date of such Advance. Each such Advance shall be in the aggregate amount of not less than $25,000 (or, if less, the remaining amount available under the Loan). Subject to the provisions of this Agreement, the Lender shall make the Advance on the proposed Funding Date in accordance with the Borrower's Draw Request. Each Draw

2

Request shall clearly identify the use of the proceeds and their investment directly into the Project in accordance with the Project's plans, specifications and budget and shall be accompanied by appropriate supporting documentation. 2. Representations and Warranties. The Borrower represents and warrants to the Lender on the date hereof and on each Funding Date as follows. 2.1

Organization, Good Standing and Qualification.

(a) The Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Vermont. The Borrower has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Agreement and to develop and construct the Project. (b) The Borrower is not in violation or default of any term of its organizational documents. The execution, delivery, and performance of this Agreement and the Note will not, with or without the passage of time or giving of notice, result in any such violation, or be in conflict with or constitute a default under its organizational documents. 2.2 Authorization; Binding Obligations. All action on the part of the Borrower, its officers, managers and members necessary for the authorization of this Agreement and the Note and the performance of all obligations of the Borrower hereunder and thereunder has been taken. This Agreement and the Note have been duly executed and delivered by the Borrower and constitute valid and binding obligations of the Borrower enforceable in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (b) as limited by general principles of equity (regardless of whether considered and applied in a proceeding in equity or at law) that restrict the availability of equitable remedies. 2.3 Liabilities. The Borrower does not have and is not subject to any liability or obligation of any nature, whether accrued, absolute, contingent, or otherwise, asserted or unasserted, known or unknown (including, without limitation, liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due), except liabilities incurred in the ordinary course of business of the Borrower in connection with the development and construction of the Project. 2.4 Agreements. All agreements, understandings, arrangements or other commitments to which the Borrower is a party (collectively, “Contracts”) are in all material respects valid and enforceable in accordance with their terms. The Borrower is not in default in the performance, observance or fulfillment of any obligation, covenant or condition contained therein, and, to the Borrower's knowledge, no event has occurred which with or without the giving of notice or lapse of time, or both, would constitute a default thereunder by the Borrower, except in either case where such default would not and would not reasonably be expected to have, individually or collectively, a material adverse effect on the Borrower. The execution, delivery, and performance by the

3

Borrower of this Agreement and the Note will not, with or without the passage of time or giving of notice, result in any such violation, or be in conflict with or constitute a default under any Contract, except in either case where such default would not and would not reasonably be expected to have, individually or collectively, a material adverse effect on the Borrower. 2.5 Obligations to Related Parties. The Borrower has no obligations to executive officers, managers, members, employees or affiliates of the Borrower, except obligations to Mount Snow Ltd. or any of its affiliates solely to the extent such obligations have arisen or arise in connection with the development and construction of the Project. 2.6

Real and Personal Property.

(a) Real Property. The Borrower does not own any real property. With respect to real property leased by the Borrower (the “Leased Real Property”), each of the leases for the Leased Real Property is in full force and effect, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights. Neither the Borrower nor, to the Borrower's knowledge, any other party thereto is in material default under any of said leases, nor is the Borrower aware of any event that has occurred which, with the giving of notice or the passage of time, or both, would give rise to a material default thereunder. (b) Personal Property. The Borrower has good and marketable title to all of its personal property and assets, and all such personal property and assets are in good working condition, reasonable wear and tear excepted. None of such personal property or assets is subject to any Lien other than Permitted Liens. “Lien” means any security interest, mortgage, pledge, lien, claim, charge, title retention or other encumbrance. “Permitted Liens” means (a) statutory Liens for taxes, which are not yet due and payable, (b) statutory or common law Liens of landlords securing obligations to pay lease payments that are not yet due and payable or in default, (c) statutory or common law Liens in favor of carriers, warehousemen, mechanics and materialmen to secure claims for labor, materials or supplies and other like liens incurred in the ordinary course of business that are not yet due and payable, (d) pledges or deposits made in the ordinary course of business to secure payment of workmen's compensation, or to participate in any fund in connection with workmen's compensation, unemployment insurance, old-age pensions or other social security programs, (e) encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which materially impairs the use of such property or the value thereof, and none of which is violated in any material respect by existing or proposed structures or land use, (f) Liens in favor of Mount Snow Ltd. or any of its affiliates solely to the extent such Lien is attached to personal property or other assets that have been contributed to the Project by Mount Snow Ltd. or any of such affiliates, and (g) Liens securing indebtedness advanced by a third party to the Borrower to the extent that such indebtedness has been or will be used by the Borrower to complete the Project pursuant to the Business Plan and remains outstanding.

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2.7 Litigation. There is no litigation, arbitration, mediation or proceeding or investigation pending or, to the knowledge of the Borrower, threatened against the Borrower or affecting any of its properties or assets or which may call into question the validity or hinder the enforceability of this Agreement or the Note or the transactions contemplated hereby and thereby. 2.8

Compliance with Laws; Authorizations.

(a) The Borrower has complied in all material respects with each, and is not in violation of any, law, statute, regulation, rule, ordinance or order (“Laws”) to which the Borrower or its business, operations, employees, assets or properties is or has been subject. (b) Except as set forth in the schedule attached to this Agreement as Schedule 2.8, all material licenses, permits and other authorizations (“Authorizations”) required by the Borrower for the development and construction of the Project (other than predevelopment and preconstruction expenditures) are valid and in full force and effect and none of such authorizations will be terminated or impaired or become terminable as a result of the transactions contemplated by this Agreement and the Note. 2.9 Insurance. The Borrower has fire, casualty, product liability, and business interruption and other insurance policies, with extended coverage, sufficient in amount to allow it to replace any of its material properties which might be damaged or destroyed or sufficient to cover liabilities to which the Borrower may reasonably become subject, and such types and amounts of other insurance with respect to its business and properties, on both a per occurrence and an aggregate basis, as are customarily carried by persons engaged in the same or similar businesses as Borrower. There is no material default by the Borrower, or to the knowledge of the Borrower, by any insurance carrier of such policies, or event which could give rise to a material default under any such policy. 3.

Conditions 3.1

Conditions Precedent to Each Advance.

(a) The Borrower shall have executed and delivered the Note to the Lender (initial Advance only). (b)

The Lender shall have timely received a Draw Request.

(c) The Borrower shall have delivered to the Lender a certificate, dated as of the date of the Advance, signed by the President of the Borrower certifying (i) compliance in all material respects with all covenants and agreements herein then required to be or to have been complied with by it and (ii) the absence of any Event of Default or any event which, with the passage of time, or the giving of notice, or both, would constitute an Event of Default under this Agreement, in each case both prior to and immediately upon the making of such Advance.

5

(d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any governmental authority against the Borrower or the Lender. (e) Peak Resorts, Inc. shall have executed and delivered the Guaranty in the form attached hereto as Exhibit B (the “Guaranty”) to the Lender (initial Advance only). 4.

Covenants of Borrower.

4.1 Affirmative Covenants. From the Effective Date until the date on which all Advances hereunder and under the Note are paid in full, together with any interest accrued but unpaid thereon, the Borrower will, unless the Lender shall otherwise consent in writing: (a) Use of Proceeds. Use the proceeds of the Advances solely to develop and construct the Project in the State of Vermont and in material compliance with the requirements of the EB-5 Program and the Business Plan that is included in the Private Placement Memorandum, provided that any such non-compliance that would jeopardize any of the Lender’s limited partners’ capacity to be admitted to the United States of America as unconditional lawful permanent residents with their spouses and unmarried, minor children pursuant to 8 U.S.C. § 1153 (b)(5)(A) – (D), INA § 203 (b)(5)(A) – (D); the Departments of Commerce, Justice and State, the Judiciary, and Related Agencies Appropriations Act of 1993, Pub. L. No. 102-395, section 610, as amended; or 8 U.S.C. § 1186b, INA § 216A, as any of the foregoing may be amended, shall be deemed material. Upon written request of the Lender the Borrower shall furnish such written evidence that the proceeds have been used for such purposes and periodically furnish such written evidence that establishes the requisite employment created in the Project pursuant to the EB-5 Program and as disclosed in the Private Placement Memorandum. (b) Compliance with Laws. Comply in all material respects with all applicable Laws and maintain in effect all Authorizations that are required or otherwise necessary for the Borrower to develop the Project. (c) Preservation of Existence. Preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where the nature of its business requires it to be so qualified or where the ownership of its properties or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not materially adversely affect the enforceability of this Agreement and the Note, the business, properties, operations, profits or condition (financial or otherwise) of the Borrower or the ability of the Borrower to perform its obligations hereunder. (d) Keeping of Records and Books of Account. Maintain and implement administrative and operating procedures and keep and maintain all documents,

6

books, records and other information reasonably necessary or advisable for the development, construction and administration of the Project in compliance with all applicable Laws and Authorizations. (e) Maintenance of Properties. Maintain its properties and assets, whether owned or leased, in good condition and repair (normal wear and tear excepted), and pay and discharge or cause to be paid and discharged, when due, the cost of repairs to or maintenance of the same. (f) Insurance. Maintain insurance with respect to its properties and assets and business against such casualties and contingencies as shall be in accordance with general practices of businesses engaged in similar activities. Such insurance shall be in such amounts, contain such terms, be in such forms and be for such periods as may be reasonably satisfactory to the Lender (but in no event less than the amount of the Loan then outstanding together with interest accrued but unpaid thereon). In addition, all such insurance shall name the Lender as loss payee and/or additional insured, as applicable, for the benefit of the Lender. (g) Taxes. File or cause to be filed all federal, state and local tax returns which are required to be filed by it. The Borrower shall pay or cause to be paid all taxes shown to be due and payable on such returns or on any assessments received by it. At its option, the Lender may discharge taxes, liens or security interests or other encumbrances at any time levied or placed on the Project, may pay for insurance on the Project and may pay for the maintenance and preservation of the Project. The Borrower agrees to reimburse the Lender on demand for any reasonable payments made, or any reasonable expenses incurred by the Lender pursuant to the foregoing authorization. (h) Performance of Obligations. Perform, pay and discharge, as and when due, all of the Borrower's obligations (both monetary and non-monetary) under this Agreement. (i) Inspection Rights. Permit Vermont Regional Center as agent of the limited partners of the Lender (the “Agent”) to inspect the Project upon reasonable request and provide copies of such financial records pertaining thereto as such Agent may reasonably request. (j) Assurances. The Borrower will, at its expense, upon reasonable request of the Lender promptly and duly execute and deliver such documents and assurances and take such actions as may be necessary or desirable or as the Lender may reasonably request in order to correct any defect, error or omission which may at any time be discovered or to more effectively carry out the intent and purpose of this Agreement. 4.2 Negative Covenants. From the date of this Agreement until the date on which all Advances hereunder and under the Notes are paid in full, together with any interest accrued but unpaid thereon, the Borrower will not, without the written consent of the Lender:

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(a) Liens and Encumbrances. Create, assume or permit to exist any Lien upon any of the properties or assets financed or purchased with the proceeds of the Loan other than security interests with respect to money borrowed from the Lender and Permitted Liens. (b) Transfer of Assets or Properties. Sell, enter into an agreement of sale for, convey, lease, assign, transfer, pledge, grant a security interest, mortgage or other Lien other than Permitted Liens in, or otherwise dispose of the any of the properties or assets financed or purchased with the proceeds of the Loan. (c) Stock, Merger, Consolidation, Etc. Sell any equity interests to any person other than Peak Resorts, Inc. or any of its wholly-owned subsidiaries or merge or consolidate with any person. (d) Guarantees. Guarantee, endorse or otherwise be or become contingently liable in connection with the obligations of any other person, except endorsements of negotiable instruments for collection in the ordinary course of business. (e) Limitation on Transactions with Affiliates. Other than transactions on terms no less favorable to the Borrower than those that could reasonably be obtained at arms' length in the ordinary course of business, enter into, or be a party to, any transaction with any affiliate. (f) Limitation on Investments. Make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any affiliate or any other person. (g) Negative Pledge. Grant any Lien in, or otherwise encumber, any of its properties or other assets other than Permitted Liens. 5.

Default

5.1 Events of Default. The occurrence of any one or more of the following events, conditions or state of affairs shall constitute an Event of Default hereunder and under the Note: (a) The Borrower shall fail to pay as and when due any principal or interest hereunder or under the Note. (b) The Borrower shall fail to observe or perform any obligation or any covenant to be observed or performed by it hereunder or under the Note (other than the obligation to pay principal and/or interest under the Note) and such failure shall continue uncured for a period of 60 business days after the Borrower becomes aware of the occurrence thereof (such cure period to be applicable only in the event such default can be remedied by corrective action of the Borrower as determined by the Lender).

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(c) Any representation or warranty made by Borrower in this Agreement, shall prove to have been false or misleading in any material respect at the time when made. (d) Any judgment, writ or warrant of attachment or similar process involving an amount in excess of U.S. $100,000 shall be entered or filed against the Borrower or any of its assets or properties and shall remain undischarged for a period of 30 days. (e) If the Borrower makes an assignment for the benefit of creditors generally, offers a composition or extension to creditors, or makes or sends notice of an intended bulk sale of any business or assets now or hereafter owned or conducted by Borrower, except as otherwise expressly permitted in this Agreement. (f) Upon the commencement of any action for the dissolution or liquidation of the Borrower, or the commencement of any case or proceeding for reorganization or liquidation of the Borrower's debts under the Bankruptcy Code or any other state or federal law, now or hereafter enacted for the relief of debtors, whether instituted by or against the Borrower; provided, however, that the Borrower shall have 60 days to obtain the dismissal or discharge of any involuntary proceeding filed against it and the Lender may seek adequate protection in any bankruptcy proceeding. (g) Upon the appointment of a receiver, liquidator, custodian, trustee or similar official or fiduciary for the Borrower or for a material portion of any property of the Borrower. (h) This Agreement or the Note shall cease for any reason to be in full force and effect or shall be declared to be null and void or unenforceable in whole or in part. (i) Other than Liens in favor of the Lender or Liens otherwise consented to in writing by the Lender, imposition of any Lien or series of Liens against the Borrower or any of the properties or other assets financed or purchased with the proceeds of the Loan except Permitted Liens. (j)

The Borrower shall cease to develop and construct the Project prior

(k)

The Guaranty shall cease to be in effect.

to completion.

5.2

Remedies on Default. Upon the occurrence of an Event of Default:

(a) Subject to Section 5.2(d), in addition to the rights specifically granted hereunder or now or hereafter existing in equity, at law, by virtue of statute or otherwise (each of which rights may be exercised at any time and from time to time), the Lender may forthwith declare all obligations, including all principal and interest, to be immediately due and payable, without protest, demand or other notice (which are hereby expressly waived by Borrower). Upon the occurrence of an Event of Default specified in 9

Section 5.1(e), (f) or (g) above, but subject to Section 5.2(d), all Advances, including all interest accrued but unpaid thereon, shall be immediately due and payable without any declaration by the Lender. (b) The Borrower will pay the Lender's fees incurred in any action seeking enforcement of the Lender's rights hereunder. (c) No failure on the part of the Lender to exercise, and no delay in exercising, any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by the Lenders of any right, power or remedy preclude any other further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies provided herein shall be in addition to and not exclusive of any rights or remedies provided at law or in equity. The remedies provided herein or in the Note or otherwise available to the Lender at law or in equity shall be cumulative and concurrent, and may be pursued singly, successively or together at the sole discretion of the Lender, and may be exercised as often as occasion therefor shall occur. (d) No rights and remedies may be exercised upon an Event of Default if such rights or remedies would jeopardize any of the Lender’s limited partners’ capacity to be admitted to the United States of America as unconditional lawful permanent residents with their spouses and unmarried, minor children pursuant to 8 U.S.C.§ 1153 (b)(5)(A) - (D), INA § 203 (b)(5)(A) - (D); the Departments of Commerce, Justice and State, the Judiciary, and Related Agencies Appropriations Act of 1993, Pub. L. No. 102395, section 610, as amended; or 8 U.S.C. § 1186b, INA § 216A, as any of the foregoing may be amended. 6.

Miscellaneous.

6.1 Amendment and Waiver. No amendment to or waiver of any provision of this Agreement nor consent to any departure by the Borrower, shall in any event be effective unless (a) the same shall be in writing and signed by the Lender and Borrower (with respect to an amendment) or the Lender (with respect to a waiver or consent by it) or the Borrower (with respect to a waiver or consent by it), as the case may be, and such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Any amendment or waiver by the Lender of any provision of this Agreement or the Note shall require the consent of limited partners in the Lender that own not less than a majority of the limited partnership interests then outstanding. 6.2 Entire Agreement. This Agreement, the Note and the Guaranty constitute the entire agreement among the parties relative to the specific subject matter hereof and thereof. 6.3 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day; (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) the next

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business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to a party at the address or facsimile number of such party set forth on such party's signature page hereof, or at such other address as such party may designate by 10 days' advance written notice to the other parties hereto. 6.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Borrower and the Lender and their respective successors and permitted assigns (which successors of the Borrower shall include a trustee in bankruptcy). The Borrower may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Lender. The Lender may not assign any of its rights and obligations hereunder and interests without the prior written consent of the Borrower. . 6.5 GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF VERMONT WITHOUT REGARD TO CONFLICT OF LAWS. THE BORROWER HEREBY AGREES TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF VERMONT AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO THE BORROWER AT THE ADDRESS SET FORTH ON THE SIGNATURE PAGE HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S. MAILS, POSTAGE PREPAID. THE BORROWER AND THE LENDER HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE BORROWER AND THE LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT. INSTEAD, ANY DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY. WITH RESPECT TO THE FOREGOING CONSENT TO JURISDICTION, BOTH PARTIES HEREBY WAIVE ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. NOTHING IN THIS SECTION 8.5 SHALL AFFECT THE RIGHT OF THE LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF THE LENDER TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION. 6.6 Survival. All warranties, representations, and covenants made by the Borrower in this Agreement and the Note shall be considered to have been relied upon by the Lender, and shall survive the delivery to the Lender of the Note, regardless of any investigation made by the Lender. All statements in any such certificate or other instrument prepared and/or delivered for the benefit of the Lender shall constitute

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warranties and representations by the Borrower under this Agreement. Except as otherwise expressly provided in this Agreement, all covenants made by the Borrower under this Agreement or the Note shall be deemed continuing until all Obligations are satisfied in full. 6.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6.8 Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 6.9 EB-5 Program. Notwithstanding anything in this Agreement, the Note or instruments, agreements and documents executed by the Borrower at the Lender's request contemporaneously hereof in connection with this Agreement or the Note to the contrary, no payment shall be made by the Borrower to Lender or any other creditor that would jeopardize evidencing the use of the proceeds of the Loan to create the requisite employment in the Project pursuant to the requirements of the EB-5 Program.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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[LOAN AGREEMENT] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof. CARINTHIA GROUP 1, L.P. By: [__________________], Its general partner By: _______________________ Name: Title: Address: _______________________ _______________________ _______________________ Facsimile: _____________

CARINTHIA GROUP 2, L.P. By: [__________________], Its general partner By: _______________________ Name: Title: Address: _______________________ _______________________ _______________________ Facsimile: _____________

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WEST LAKE WATER PROJECT LLC

By: _______________________ Name: Title: Address: _______________________ _______________________ _______________________ Facsimile: _____________

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EXHIBIT A FORM OF NON-REVOLVING LINE OF CREDIT NOTE U.S. $30,000,000

[________________, 2014]

FOR VALUE RECEIVED, WEST LAKE WATER PROJECT LLC, a Vermont limited liability company with a principal place of business at [_______________] (the “Borrower”), hereby promises to pay to Carinthia Group 1, L.P., a Vermont limited partnership with a principal place of business at [________________] and Carinthia Group 2, L.P., a limited partnership organized under the laws of the State of Vermont (“Carinthia 2”) with a principal place of business at [ ] (Carinthia 1 and Carinthia 2 each referred to as a “Lender” and collectively as the “Lender”), in accordance with each Lender’s proportionate interest set forth on Schedule 1 attached hereto, or order, the principal sum of $30,000,000 or such lesser amount as shall have been advanced and remain outstanding under the terms of the Agreement defined below (the “Principal Sum”), together with accrued interest thereon, in the manner and upon the terms and conditions set forth below. The actual amount due and owing from time to time under this Non-Revolving Credit Note (“Note”) shall be evidenced by Lender's records of receipts and disbursements, which shall be prima facie evidence of such amount, absent manifest error. 1. Incorporation of the Loan Agreement. Each Lender and the Borrower are parties to that certain Loan Agreement (the “Agreement”) dated as of [___________], 2014. The terms and conditions of the Agreement are hereby incorporated in this Note by reference and the Lender and the Borrower are entitled to all rights and benefits of the Agreement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement. 2.

Payment of Principal and Interest.

(a) This Note shall automatically mature and be due and payable in full, together with any interest accrued but unpaid thereon, on the fifth anniversary date of the first Advance (“First Advance Date”) under this Note (the “Maturity Date”) provided, however, the Borrower may upon written consent of the Lender, such consent not to be unreasonably withheld, extend the Maturity Date for a period of up to an additional two (2) years (the “Extension Option”). If the Borrower exercises the Extension Option, then the term “Maturity Date” shall include the Extension Option. It is the Borrower's intention to repay the Principal Sum, together with any interest accrued but unpaid thereto, on the Maturity Date with the proceeds of long-term financing or from other available sources. (b) Interest shall accrue on the unpaid Principal Sum on a simple interest basis at a fixed rate of 1.0% per annum commencing on the First Advance Date until the Maturity Date. In the event Borrower exercises the Extension Option, interest shall

accrue on the unpaid Principal Sum on a simple interest basis as follows: (i) at a fixed rate of 7.0% per annum commencing on the fifth (5th) anniversary of the First Advance Date; and (ii) a fixed rate of 10.0% per annum commencing on the sixth (6th) anniversary of the First Advance Date until the Maturity Date. Such interest will not be compounded or capitalized. Interest payments shall be paid to the Lender in arrears by the Borrower by way of annual payments on December 1 of each year during which any portion of the Principal Sum is outstanding. Interest shall be computed on the basis of the actual number of days elapsed and a year of 365 days commencing on the First Advance Date. (c) All sums payable hereunder shall be payable in lawful money of the United States and shall be applied first to accrued and unpaid interest and then in payment of the Principal Sum. (d) Without in any way limiting Lender's rights and remedies hereunder and under the Note, after the occurrence of an Event of Default, and until such time such Event of Default shall have been cured or waived, Advances and other obligations hereunder shall bear interest at the rate of 5% per annum (the “Default Interest Rate”) or such lesser rate permitted by applicable law, if the Default Interest Rate would violate applicable law. This clause (d) shall not be given effect to the extent that the application of the Default Interest Rate would in any way alter or amend the calculations of the Business Plan included in the Private Placement Memorandum. 3. Place of Payment. The Principal Sum together with and all accrued and unpaid interest thereon shall be payable at the Lender's principal executive offices at [______________], or at such other place as the Lender, from time to time, may designate in writing. 4. Prepayment. The Borrower shall be prohibited from prepaying the Principal Sum, in whole or in part, if such prepayment would jeopardize any of the Lender’s limited partners’ capacity to be admitted to the United States of America as unconditional lawful permanent residents with their spouses and unmarried, minor children pursuant to 8 U.S.C.§ 1153 (b)(5)(A) - (D), INA § 203 (b)(5)(A) - (D); the Departments of Commerce, Justice and State, the Judiciary, and Related Agencies Appropriations Act of 1993, Pub. L. No. 102-395, section 610, as amended; or 8 U.S.C. § 1186b, INA § 216A, as any of the foregoing may be amended. Subject to the foregoing, any portion of the Principal Sum that is prepaid shall be accompanied by any and all interest accrued but unpaid thereon. 5. Presentment. The Borrower hereby waives diligence, demand, presentment for payment, protest and notice of protest, notice of acceleration, and all other notices or demands of any kind. 6. Rights and Remedies. The rights and remedies granted or available to the Lender with respect to the obligations of the Borrower evidenced by this Note are set forth in the Agreement, and the Lender may exercise the respective rights, options, and remedies provided for in the Agreement, or otherwise available at law or in equity, all in accordance with their respective terms. All rights and remedies granted or available to

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the Lender by this Note and the Agreement shall be deemed concurrent and cumulative, and not exclusive of any rights or remedies available at law or in equity. Notwithstanding the foregoing, no such rights and remedies may be exercised if the exercise of such rights or remedies would jeopardize any of the Lender’s limited partners' capacity to be admitted to the United States of America as unconditional lawful permanent residents with their spouses and unmarried, minor children pursuant to 8 U.S.C.§ 1153 (b)(5)(A) (D), INA § 203 (b)(5)(A)-(D); the Departments of Commerce, Justice and State, the Judiciary, and Related Agencies Appropriations Act of 1993, Pub. L. No. 102-395, section 610, as amended; or 8 U.S.C. § 1186b, INA § 216A, as any of the foregoing may be amended. 7. Costs and Expenses. In addition to all other sums payable under this Note, the Borrower also agrees to pay to the Lender, on demand, all reasonable costs and expenses (including attorneys' fees and legal expenses) incurred by the Lender in the enforcement of the Borrower's obligations under this Note. 8. Severability. If any provision of this Note is held to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Note shall remain in full force and effect and shall be construed liberally in favor of the Lender in order to effectuate the purposes and intent of this Note. 9. Governing Law. This instrument shall be governed by and construed in accordance with the laws of the State of Vermont, excluding its conflicts of laws rules. BORROWER HEREBY AGREES TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF VERMONT AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO BORROWER AT THE ADDRESS SET FORTH ON THE SIGNATURE PAGE OF THE AGREEMENT AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S. MAILS, POSTAGE PREPAID. 10. Successors and Assigns. The provisions of this Note shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective heirs, executors or administrators and assigns. The Borrower may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Lender. The Lender may not assign any of its rights and obligations hereunder and interests without the prior written consent of the Borrower and subject to Section 11 below. 11. Transfers. The Borrower shall maintain at its offices a register (the “Register”) for the recordation of the names and addresses of the Lender and each holder of this Note. Without limitation of any other provision of Section 10 above or this Section 11, no transfer shall be effective until recorded in the Register. The entries in the Register shall be conclusive absent manifest error and the Borrower may treat each person whose name is recorded in the Register as a holder of this Note notwithstanding any notice to the contrary. The foregoing provisions are intended to comply with the registration

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requirements in the U.S. Treasury Regulation Section 5f.103-1 so that this Note is considered to be in “registered form” pursuant to such regulation.

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IN WITNESS WHEREOF, the Borrower has executed this Note as of the date first above written. West Lake Water Project LLC

By: _______________________ Name: Title: Address: ______________________ ______________________ ______________________ Telephone:_____________ Facsimile: _____________

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SCHEDULE 1

Proportionate Interest

Lender

Carinthia Group 1, L.P.

_____%

Carinthia Group 2, L.P.

_____%

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EXHIBIT B FORM OF GUARANTY OF COLLECTION For good and valuable consideration, Peak Resorts, Inc. a corporation with its registered office in St Louis Missouri, and with a mailing address of 17409 Hidden Valley Drive, Wildwood, Missouri 63025 (the “Guarantor of Collection”), absolutely and unconditionally guarantees and promises to pay to Carinthia Group 1 L.P, a Vermont limited liability company with a principal place of business in West Dover, Vermont and Carinthia Group 2, L.P., a limited partnership organized under the laws of the State of Vermont (“Carinthia 2”) (Carinthia 1 and Carinthia 2 each collectively referred to as a “Lender” and collectively as the “Lender”), or its order, on demand, in legal tender of the United States of America, the Indebtedness (as that term is defined below) of its affiliate West Lake Water Project LLC, a limited liability company organized under the laws of the State of Vermont, and with a mailing address of [_____________] (the “Borrower”), owed to the Lender on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of the Guarantor is limited to the Indebtedness and the obligations of the Guarantor are continuing until the Indebtedness is fully paid and satisfied and all loan facilities comprising the Indebtedness are expired or terminated. 1. Defined Terms. The following words shall have the following meanings when used in this Guaranty: (a) “Guaranty” shall mean this Guaranty of Collection made by the Guarantor for the benefit of the Lender. (b) “Indebtedness” shall mean all of the Borrower's liabilities, obligations, debts, and indebtedness to the Lender that are incurred in connection with a loan in the maximum principal amount of $30,000,000 pursuant to that certain Loan Agreement among each Lender and the Borrower of even date herewith (the “Loan Agreement”) and evidenced by that certain promissory note payable to the Lender dated of even date herewith (the “Note”), or arising out of the various Related Documents as that term is defined below. (c) “Related Documents” shall mean and include without limitation any other instruments, agreements and documents executed by the Borrower at the Lender's request contemporaneously hereof in connection with the Loan Agreement and the Note. 2. Guaranty. The Guarantor guarantees to the Lender full and prompt collection of up to the principal amount due under the Note and all accrued and unpaid interest thereon. This Guaranty is a guaranty of collection only, and not a guaranty of payment. As such, the Lender in accepting this Guaranty acknowledges that upon (i) the Borrower’s failure to make a payment when the same shall be due and owing to the Lender in respect of the Indebtedness and (ii) lawful acceleration of the Indebtedness, the Lender will (a) resort first directly against the Borrower and fully exhaust any and all legal remedies existing or available and shall have failed to collect the full amount of the

Indebtedness before proceeding against Guarantor; and (b) give notice of the terms, time, and place of any public or private sale of collateral held, if any, by the Lender and comply with any other applicable provisions of the Uniform Commercial Code as adopted in Vermont, or any other applicable law. This Guaranty will take effect when received by the Lender without the necessity of any acceptance by the Lender, or any notice to the Guarantor or to the Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by the Lender of any notice of revocation shall have been fully and finally paid and satisfied and all other obligations of the Guarantor under this Guaranty shall have been performed in full. Guarantor hereby agrees that it shall provide to [____________], as agent of the limited partners of the Lender (the “Agent”), such quarterly and annual financial statements and operational reports as it may provide to its principal lender as promptly as reasonably practicable following the preparation thereof. 3. Representations and Warranties. The Guarantor represents and warrants to the Lender, at the time of execution of this Guaranty and as of the time of each drawing under or other utilization of the loan as set forth and more particularly detailed in the Loan Agreement, that to the best of its knowledge (a) no representations or agreements of any kind have been made to the Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) the execution by Guarantor of the Guaranty and the incurring of liability and indebtedness to the Lender does not and will not contravene any provision contained in any other loan or credit agreement or borrowing instrument or contract to which the Guarantor is a party; (c) the Guaranty has been duly executed and delivered by the Guarantor, and constitutes valid and binding obligations of the Guarantor enforceable in accordance with its terms; and (d) this Guaranty constitutes an independent obligation of the Guarantor, notwithstanding its ownership interest in the Borrower. 4. Governing Law. This Guaranty is conclusively deemed to be made under and for all purposes to be governed by and construed in accordance with the laws of the State of Vermont. In relation to any legal action or proceedings arising out of or in connection with this Guaranty, the Guarantor submits to the jurisdiction of the courts of the State of Vermont, as the Lender may elect, and to the extent permitted by law, waives any objection to such legal action or proceedings in such courts on the grounds of venue or on the grounds that such legal action or proceedings have been brought in an inconvenient forum. These submissions are made for the benefit of the Lender and shall not affect the right of the Lender to take legal action or proceedings in any other court of competent jurisdiction nor shall the taking of legal action or proceedings in any court of competent jurisdiction preclude the Lender from taking legal action or proceedings in any other court of competent jurisdiction (whether concurrently or not). The Lender and the Guarantor hereby waive the right to any jury trial in any action, proceeding or counterclaim brought by either the Lender or the Guarantor against the other. 5. Miscellaneous. The following miscellaneous provisions are a part of this Guaranty:

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(a) Amendments. This Guaranty constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. (b) Attorneys' Fees; Expenses. The Guarantor agrees to pay upon demand the Lender's reasonable costs and expenses, including reasonable attorneys' fees and the Lender's reasonable legal expenses, incurred in connection with the successful enforcement of this Guaranty. The Guarantor also shall pay all court costs and such additional fees as may be directed by the court in connection with the successful enforcement of this Guaranty. (c) Notices. All notices required to be given by either party to the other under this Guaranty shall be in writing and shall be effective when actually delivered or one (1) business day after being deposited with a nationally recognized overnight courier with receipt confirmed, or three (3) business days after being deposited in the United States mail, first class postage prepaid with return receipt requested, addressed to the party to whom the notice is to be given at the address shown above or to such other addresses as either party may designate to the other in writing. (d) Interpretation. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. If a court of competent jurisdiction finds any provision of this Guaranty to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances, and all provisions of this Guaranty in all other respects shall remain valid and enforceable. (e) Waiver. The Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by the Lender. No delay or omission on the part of the Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by the Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of the Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by the Lender, nor any course of dealing between the Lender and the Guarantor, shall constitute a waiver of any of the Lender's rights or of any of the Guarantor's obligations as to any future transactions. Whenever the consent of the Lender is required under this Guaranty, the granting of such consent by the Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of the Lender. Any amendment or waiver by the Lender of any provision of this Guaranty shall require the consent of limited partners in the Lender that own not less than a majority of the limited partnership interests then outstanding. (f) Lender's Records. Every certificate issued under the hand of an officer of the Lender purporting to show the amount at any particular time due and payable to the Lender, and covered by this Guaranty, shall be received as conclusive evidence as against

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the Guarantor that such amount is at such time so due and payable to the Lender and is covered hereby. (g) Change. The Guarantor agrees that no change or changes in the name or names of the Borrower or Guarantor, no change or changes in the objects, capital or enabling documents of the Borrower or the amalgamation of the Borrower with any other entity, and no other change or changes of any kind whatsoever shall in any way affect the liability of the Guarantor, either with respect to transactions occurring before or after any such change or changes, and the Lender shall not be obliged to inquire into powers of the Borrower, its officers, directors or agents acting or purporting to act on its behalf, and monies, advances, renewals or credits in fact borrowed or obtained by the Borrower from the Lender and all liabilities incurred by the Borrower from the Lender in professed exercise of such powers shall be deemed to form part of the Indebtedness hereby guaranteed notwithstanding that such borrowing, obtaining of monies, advances, renewals or credits, or incurring of such liabilities shall be in excess of the powers of the Borrower, or its officers, directors or agents, or be in any way irregular, defective or informal. (h) Successors and Assigns. The Guarantor may not delegate any of its obligations hereunder. The provisions of this Guaranty shall be binding upon any successors of the Guarantor. (i) Sharing of Payments. By its acceptance of this Guaranty, each Lender agrees to share in all payments made under this Guaranty in accordance with its Proportionate Interest set forth on Schedule 1 of the Note.

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THE UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, THE GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON THE GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO THE LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED. NO FORMAL ACCEPTANCE BY THE LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED AND SHALL BE EFFECTIVE AS OF [___________], 2014, NOTWITHSTANDING THE DATE OF ANY OF THE RELATED DOCUMENTS.

GUARANTOR OF COLLECTION PEAK RESORTS, INC.

By: ________________________ Name: Title:

Address: ______________________ ______________________ ______________________ Facsimile: _____________

Signed, acknowledged and delivered in the presence of: ____________________________________ Authorized Officer

20023765v.2

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EXHIBIT 12 FORM OF LOAN AGREEMENT BETWEEN CARINTHIA SKI LODGE LLC AND CARINTHIA GROUP 1 AND 2, L.P. (INCLUDING THE FORM OF NOTE ATTACHED THERETO AS EXHIBIT A AND THE FORM OF GUARANTY OF COLLECTION BY PEAK RESORTS, INC. ATTACHED THERETO AS EXHIBIT B)

LOAN AGREEMENT THIS LOAN AGREEMENT (the “Agreement”), dated as of [__________], 2014, is made by and among Carinthia Group 1, L.P., a limited partnership organized under the laws of the State of Vermont (“Carinthia 1”) and Carinthia Group 2, L.P., a limited partnership organized under the laws of the State of Vermont (“Carinthia 2”) (Carinthia 1 and Carinthia 2, each collectively referred to as a “Lender” and collectively as the “Lender”) and Carinthia Ski Lodge LLC, a limited liability company organized under the laws of the State of Vermont (the “Borrower”). RECITALS: WHEREAS, the Borrower was organized to undertake the development and construction of the Carinthia Ski Lodge, a new approximately thirty six thousand squarefoot skier services building located at the base of the Carinthia slopes providing extensive food and beverage facilities, ski rentals services, retail and convenience store, parking lot and lift ticket sales at the Mount Snow Ski Resort in West Dover, Vermont (the “Project”); WHEREAS, under the terms of the offering (the “Offering”) described in the Carinthia Group Private Placement Memorandum (the “Private Placement Memorandum”), the Lender is seeking to raise capital from, among other investors, persons who are not citizens or lawful permanent residents of the United States and who desire to become limited partners of the Lender, and the investments may enable such investors to become eligible for admission to the United States of America as lawful permanent residents with their spouses and unmarried, minor children pursuant to 8 U.S.C.§1153 (b)(5)(A)-(D); INA § 203 (b)(5)(A)-(D) of the Immigration and Nationality Act (the “EB-5 Program”); and WHEREAS, to comply with the EB-5 Program the Lender must invest or loan the funds raised through the Offering from such investors in or to a business carrying on a “commercial venture”; and WHEREAS, in furtherance of the Offering and in compliance with the requirements of the EB-5 Program, each Lender has agreed, subject to the terms and conditions of this Agreement, to extend to the Borrower a line of credit in the minimum amount of $500,000 and a maximum principal amount of $22,000,000 based upon the number of limited partnership interests in each Lender sold pursuant to the Offering for the development and construction by Borrower of the Project, subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1.

Line of Credit.

1.1 Line of Credit Established. Subject to the terms and conditions hereof, and in reliance on the representations and warranties and covenants contained herein, Lender hereby agrees to extend one or more advances (each, an “Advance” and collectively, “Advances”), up to an aggregate principal amount of $22,000,000 (the sum of such Advances, the “Loan”), such Loan to be made by each Lender in accordance with each Lender’s proportionate interest set forth on Schedule 1 attached hereto; provided that the Borrower shall draw, and the Lender shall make, Advances equal to the entire principal amount of the Loan to the Borrower (or such lesser proceeds as shall have been received by the Lender from investors pursuant to the Offering) in material compliance with all requirements of the EB-5 Program and the Business Plan included in the Private Placement Memorandum including, without limitation, any applicable deadline for disbursement of the Loan, provided that any such non-compliance that would jeopardize any of the Lender’s limited partners’ capacity to be admitted to the United States of America as unconditional lawful permanent residents with their spouses and unmarried, minor children pursuant to 8 U.S.C. § 1153 (b)(5)(A) – (D), INA § 203 (b)(5)(A) – (D); the Departments of Commerce, Justice and State, the Judiciary, and Related Agencies Appropriations Act of 1993, Pub. L. No. 102-395, section 610, as amended; or 8 U.S.C. § 1186b, INA § 216A, as any of the foregoing may be amended, shall be deemed material. 1.2 Note. Concurrently with the execution of this Agreement, the Borrower hereby executes and delivers a promissory note payable to the Lender in the original principal amount of $22,000,000 (as amended, supplemented, restated, replaced or otherwise modified from time to time, the “Note”). The Note shall evidence the absolute and unconditional obligation of the Borrower to repay the Lender for all Advances made by the Lender, with interest as provided in this Agreement and the Note. Each Advance from time to time shall be deemed evidenced by the Note, which is deemed incorporated in this Agreement by reference and made part hereof. The Note shall be in the form set forth on Exhibit A. 1.3 Maturity and Interest Rate. The Borrower shall repay the Loan in full, together with any interest accrued but unpaid thereon, on the maturity date set forth in the Note. Advances shall bear interest on the unpaid principal balance of the Loan outstanding at any time from the Funding Date of each such Advance to the maturity date (or repayment) at the rate set forth in the Note. “Funding Date” means, with respect to any Advance, the date on which such Advance is made to the Borrower. 1.4

Draw Requests.

(a) At any time and from time to time, subject to the requirements of the EB-5 Program and the Business Plan included in the Private Placement Memorandum including, without limitation, any applicable deadline for disbursement of the Loan, the Borrower may request one or more Advances by submitting to the Lender a completed and executed draw request (“Draw Request”) no later than five business days prior to the Funding Date of such Advance. Each such Advance shall be in the aggregate amount of not less than $25,000 (or, if less, the remaining amount available under the Loan). Subject to the provisions of this Agreement, the Lender shall make the Advance on the proposed Funding Date in accordance with the Borrower's Draw Request. Each Draw

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Request shall clearly identify the use of the proceeds and their investment directly into the Project in accordance with the Project's plans, specifications and budget and shall be accompanied by appropriate supporting documentation. 2. Representations and Warranties. The Borrower represents and warrants to the Lender on the date hereof and on each Funding Date as follows. 2.1

Organization, Good Standing and Qualification.

(a) The Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Vermont. The Borrower has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Agreement and to develop and construct the Project. (b) The Borrower is not in violation or default of any term of its organizational documents. The execution, delivery, and performance of this Agreement and the Note will not, with or without the passage of time or giving of notice, result in any such violation, or be in conflict with or constitute a default under its organizational documents. 2.2 Authorization; Binding Obligations. All action on the part of the Borrower, its officers, managers and members necessary for the authorization of this Agreement and the Note and the performance of all obligations of the Borrower hereunder and thereunder has been taken. This Agreement and the Note have been duly executed and delivered by the Borrower and constitute valid and binding obligations of the Borrower enforceable in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (b) as limited by general principles of equity (regardless of whether considered and applied in a proceeding in equity or at law) that restrict the availability of equitable remedies. 2.3 Liabilities. The Borrower does not have and is not subject to any liability or obligation of any nature, whether accrued, absolute, contingent, or otherwise, asserted or unasserted, known or unknown (including, without limitation, liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due), except liabilities incurred in the ordinary course of business of the Borrower in connection with the development and construction of the Project. 2.4 Agreements. All agreements, understandings, arrangements or other commitments to which the Borrower is a party (collectively, “Contracts”) are in all material respects valid and enforceable in accordance with their terms. The Borrower is not in default in the performance, observance or fulfillment of any obligation, covenant or condition contained therein, and, to the Borrower's knowledge, no event has occurred which with or without the giving of notice or lapse of time, or both, would constitute a default thereunder by the Borrower, except in either case where such default would not and would not reasonably be expected to have, individually or collectively, a material adverse effect on the Borrower. The execution, delivery, and performance by the

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Borrower of this Agreement and the Note will not, with or without the passage of time or giving of notice, result in any such violation, or be in conflict with or constitute a default under any Contract, except in either case where such default would not and would not reasonably be expected to have, individually or collectively, a material adverse effect on the Borrower. 2.5 Obligations to Related Parties. The Borrower has no obligations to executive officers, managers, members, employees or affiliates of the Borrower, except obligations to Mount Snow Ltd. or any of its affiliates solely to the extent such obligations have arisen or arise in connection with the development and construction of the Project. 2.6

Real and Personal Property.

(a) Real Property. The Borrower does not own any real property. With respect to real property leased by the Borrower (the “Leased Real Property”), each of the leases for the Leased Real Property is in full force and effect, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights. Neither the Borrower nor, to the Borrower's knowledge, any other party thereto is in material default under any of said leases, nor is the Borrower aware of any event that has occurred which, with the giving of notice or the passage of time, or both, would give rise to a material default thereunder. (b) Personal Property. The Borrower has good and marketable title to all of its personal property and assets, and all such personal property and assets are in good working condition, reasonable wear and tear excepted. None of such personal property or assets is subject to any Lien other than Permitted Liens. “Lien” means any security interest, mortgage, pledge, lien, claim, charge, title retention or other encumbrance. “Permitted Liens” means (a) statutory Liens for taxes, which are not yet due and payable, (b) statutory or common law Liens of landlords securing obligations to pay lease payments that are not yet due and payable or in default, (c) statutory or common law Liens in favor of carriers, warehousemen, mechanics and materialmen to secure claims for labor, materials or supplies and other like liens incurred in the ordinary course of business that are not yet due and payable, (d) pledges or deposits made in the ordinary course of business to secure payment of workmen's compensation, or to participate in any fund in connection with workmen's compensation, unemployment insurance, old-age pensions or other social security programs, (e) encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which materially impairs the use of such property or the value thereof, and none of which is violated in any material respect by existing or proposed structures or land use, (f) Liens in favor of Mount Snow Ltd. or any of its affiliates solely to the extent such Lien is attached to personal property or other assets that have been contributed to the Project by Mount Snow Ltd. or any of such affiliates, and (g) Liens securing indebtedness advanced by a third party to the Borrower to the extent that such indebtedness has been or will be used by the Borrower to complete the Project pursuant to the Business Plan and remains outstanding.

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2.7 Litigation. There is no litigation, arbitration, mediation or proceeding or investigation pending or, to the knowledge of the Borrower, threatened against the Borrower or affecting any of its properties or assets or which may call into question the validity or hinder the enforceability of this Agreement or the Note or the transactions contemplated hereby and thereby. 2.8

Compliance with Laws; Authorizations.

(a) The Borrower has complied in all material respects with each, and is not in violation of any, law, statute, regulation, rule, ordinance or order (“Laws”) to which the Borrower or its business, operations, employees, assets or properties is or has been subject. (b) Except as set forth in the schedule attached to this Agreement as Schedule 2.8, all material licenses, permits and other authorizations (“Authorizations”) required by the Borrower for the development and construction of the Project (other than predevelopment and preconstruction expenditures) are valid and in full force and effect and none of such authorizations will be terminated or impaired or become terminable as a result of the transactions contemplated by this Agreement and the Note. 2.9 Insurance. The Borrower has fire, casualty, product liability, and business interruption and other insurance policies, with extended coverage, sufficient in amount to allow it to replace any of its material properties which might be damaged or destroyed or sufficient to cover liabilities to which the Borrower may reasonably become subject, and such types and amounts of other insurance with respect to its business and properties, on both a per occurrence and an aggregate basis, as are customarily carried by persons engaged in the same or similar businesses as Borrower. There is no material default by the Borrower, or to the knowledge of the Borrower, by any insurance carrier of such policies, or event which could give rise to a material default under any such policy. 3.

Conditions 3.1

Conditions Precedent to Each Advance.

(a) The Borrower shall have executed and delivered the Note to the Lender (initial Advance only). (b)

The Lender shall have timely received a Draw Request.

(c) The Borrower shall have delivered to the Lender a certificate, dated as of the date of the Advance, signed by the President of the Borrower certifying (i) compliance in all material respects with all covenants and agreements herein then required to be or to have been complied with by it and (ii) the absence of any Event of Default or any event which, with the passage of time, or the giving of notice, or both, would constitute an Event of Default under this Agreement, in each case both prior to and immediately upon the making of such Advance.

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(d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any governmental authority against the Borrower or the Lender. (e) Peak Resorts, Inc. shall have executed and delivered the Guaranty in the form attached hereto as Exhibit B (the “Guaranty”) to the Lender (initial Advance only). 4.

Covenants of Borrower.

4.1 Affirmative Covenants. From the Effective Date until the date on which all Advances hereunder and under the Note are paid in full, together with any interest accrued but unpaid thereon, the Borrower will, unless the Lender shall otherwise consent in writing: (a) Use of Proceeds. Use the proceeds of the Advances solely to develop and construct the Project in the State of Vermont and in material compliance with the requirements of the EB-5 Program and the Business Plan that is included in the Private Placement Memorandum, provided that any such non-compliance that would jeopardize any of the Lender’s limited partners’ capacity to be admitted to the United States of America as unconditional lawful permanent residents with their spouses and unmarried, minor children pursuant to 8 U.S.C. § 1153 (b)(5)(A) – (D), INA § 203 (b)(5)(A) – (D); the Departments of Commerce, Justice and State, the Judiciary, and Related Agencies Appropriations Act of 1993, Pub. L. No. 102-395, section 610, as amended; or 8 U.S.C. § 1186b, INA § 216A, as any of the foregoing may be amended, shall be deemed material. Upon written request of the Lender the Borrower shall furnish such written evidence that the proceeds have been used for such purposes and periodically furnish such written evidence that establishes the requisite employment created in the Project pursuant to the EB-5 Program and as disclosed in the Private Placement Memorandum. (b) Compliance with Laws. Comply in all material respects with all applicable Laws and maintain in effect all Authorizations that are required or otherwise necessary for the Borrower to develop the Project. (c) Preservation of Existence. Preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where the nature of its business requires it to be so qualified or where the ownership of its properties or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not materially adversely affect the enforceability of this Agreement and the Note, the business, properties, operations, profits or condition (financial or otherwise) of the Borrower or the ability of the Borrower to perform its obligations hereunder. (d) Keeping of Records and Books of Account. Maintain and implement administrative and operating procedures and keep and maintain all documents,

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books, records and other information reasonably necessary or advisable for the development, construction and administration of the Project in compliance with all applicable Laws and Authorizations. (e) Maintenance of Properties. Maintain its properties and assets, whether owned or leased, in good condition and repair (normal wear and tear excepted), and pay and discharge or cause to be paid and discharged, when due, the cost of repairs to or maintenance of the same. (f) Insurance. Maintain insurance with respect to its properties and assets and business against such casualties and contingencies as shall be in accordance with general practices of businesses engaged in similar activities. Such insurance shall be in such amounts, contain such terms, be in such forms and be for such periods as may be reasonably satisfactory to the Lender (but in no event less than the amount of the Loan then outstanding together with interest accrued but unpaid thereon). In addition, all such insurance shall name the Lender as loss payee and/or additional insured, as applicable, for the benefit of the Lender. (g) Taxes. File or cause to be filed all federal, state and local tax returns which are required to be filed by it. The Borrower shall pay or cause to be paid all taxes shown to be due and payable on such returns or on any assessments received by it. At its option, the Lender may discharge taxes, liens or security interests or other encumbrances at any time levied or placed on the Project, may pay for insurance on the Project and may pay for the maintenance and preservation of the Project. The Borrower agrees to reimburse the Lender on demand for any reasonable payments made, or any reasonable expenses incurred by the Lender pursuant to the foregoing authorization. (h) Performance of Obligations. Perform, pay and discharge, as and when due, all of the Borrower's obligations (both monetary and non-monetary) under this Agreement. (i) Inspection Rights. Permit Vermont Regional Center as agent of the limited partners of the Lender (the “Agent”) to inspect the Project upon reasonable request and provide copies of such financial records pertaining thereto as such Agent may reasonably request. (j) Assurances. The Borrower will, at its expense, upon reasonable request of the Lender promptly and duly execute and deliver such documents and assurances and take such actions as may be necessary or desirable or as the Lender may reasonably request in order to correct any defect, error or omission which may at any time be discovered or to more effectively carry out the intent and purpose of this Agreement. 4.2 Negative Covenants. From the date of this Agreement until the date on which all Advances hereunder and under the Notes are paid in full, together with any interest accrued but unpaid thereon, the Borrower will not, without the written consent of each Lender:

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(a) Liens and Encumbrances. Create, assume or permit to exist any Lien upon any of the properties or assets financed or purchased with the proceeds of the Loan other than security interests with respect to money borrowed from the Lender and Permitted Liens. (b) Transfer of Assets or Properties. Sell, enter into an agreement of sale for, convey, lease, assign, transfer, pledge, grant a security interest, mortgage or other Lien other than Permitted Liens in, or otherwise dispose of the any of the properties or assets financed or purchased with the proceeds of the Loan. (c) Stock, Merger, Consolidation, Etc. Sell any equity interests to any person other than Peak Resorts, Inc. or any of its wholly-owned subsidiaries or merge or consolidate with any person. (d) Guarantees. Guarantee, endorse or otherwise be or become contingently liable in connection with the obligations of any other person, except endorsements of negotiable instruments for collection in the ordinary course of business. (e) Limitation on Transactions with Affiliates. Other than transactions on terms no less favorable to the Borrower than those that could reasonably be obtained at arms' length in the ordinary course of business, enter into, or be a party to, any transaction with any affiliate. (f) Limitation on Investments. Make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any affiliate or any other person. (g) Negative Pledge. Grant any Lien in, or otherwise encumber, any of its properties or other assets other than Permitted Liens. 5.

Default

5.1 Events of Default. The occurrence of any one or more of the following events, conditions or state of affairs shall constitute an Event of Default hereunder and under the Note: (a) The Borrower shall fail to pay as and when due any principal or interest hereunder or under the Note. (b) The Borrower shall fail to observe or perform any obligation or any covenant to be observed or performed by it hereunder or under the Note (other than the obligation to pay principal and/or interest under the Note) and such failure shall continue uncured for a period of 60 business days after the Borrower becomes aware of the occurrence thereof (such cure period to be applicable only in the event such default can be remedied by corrective action of the Borrower as determined by the Lender).

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(c) Any representation or warranty made by Borrower in this Agreement shall prove to have been false or misleading in any material respect at the time when made. (d) Any judgment, writ or warrant of attachment or similar process involving an amount in excess of U.S. $100,000 shall be entered or filed against the Borrower or any of its assets or properties and shall remain undischarged for a period of 30 days. (e) If the Borrower makes an assignment for the benefit of creditors generally, offers a composition or extension to creditors, or makes or sends notice of an intended bulk sale of any business or assets now or hereafter owned or conducted by Borrower, except as otherwise expressly permitted in this Agreement. (f) Upon the commencement of any action for the dissolution or liquidation of the Borrower, or the commencement of any case or proceeding for reorganization or liquidation of the Borrower's debts under the Bankruptcy Code or any other state or federal law, now or hereafter enacted for the relief of debtors, whether instituted by or against the Borrower; provided, however, that the Borrower shall have 60 days to obtain the dismissal or discharge of any involuntary proceeding filed against it and the Lender may seek adequate protection in any bankruptcy proceeding. (g) Upon the appointment of a receiver, liquidator, custodian, trustee or similar official or fiduciary for the Borrower or for a material portion of any property of the Borrower. (h) This Agreement or the Note shall cease for any reason to be in full force and effect or shall be declared to be null and void or unenforceable in whole or in part. (i) Other than Liens in favor of the Lender or Liens otherwise consented to in writing by the Lender, imposition of any Lien or series of Liens against the Borrower or any of the properties or other assets financed or purchased with the proceeds of the Loan except Permitted Liens. (j)

The Borrower shall cease to develop and construct the Project prior

(k)

The Guaranty shall cease to be in effect.

to completion.

5.2

Remedies on Default. Upon the occurrence of an Event of Default:

(a) Subject to Section 5.2(d), in addition to the rights specifically granted hereunder or now or hereafter existing in equity, at law, by virtue of statute or otherwise (each of which rights may be exercised at any time and from time to time), the Lender may forthwith declare all obligations, including all principal and interest, to be immediately due and payable, without protest, demand or other notice (which are hereby expressly waived by Borrower). Upon the occurrence of an Event of Default specified in 9

Section 5.1(e), (f) or (g) above, but subject to Section 5.2(d), all Advances, including all interest accrued but unpaid thereon, shall be immediately due and payable without any declaration by the Lender. (b) The Borrower will pay the Lender's fees incurred in any action seeking enforcement of the Lender's rights hereunder. (c) No failure on the part of the Lender to exercise, and no delay in exercising, any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by the Lenders of any right, power or remedy preclude any other further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies provided herein shall be in addition to and not exclusive of any rights or remedies provided at law or in equity. The remedies provided herein or in the Note or otherwise available to the Lender at law or in equity shall be cumulative and concurrent, and may be pursued singly, successively or together at the sole discretion of the Lender, and may be exercised as often as occasion therefor shall occur. (d) No rights and remedies may be exercised upon an Event of Default if such rights or remedies would jeopardize any of the Lender’s limited partners’ capacity to be admitted to the United States of America as unconditional lawful permanent residents with their spouses and unmarried, minor children pursuant to 8 U.S.C.§ 1153 (b)(5)(A) - (D), INA § 203 (b)(5)(A) - (D); the Departments of Commerce, Justice and State, the Judiciary, and Related Agencies Appropriations Act of 1993, Pub. L. No. 102395, section 610, as amended; or 8 U.S.C. § 1186b, INA § 216A, as any of the foregoing may be amended. 6.

Miscellaneous.

6.1 Amendment and Waiver. No amendment to or waiver of any provision of this Agreement nor consent to any departure by the Borrower, shall in any event be effective unless (a) the same shall be in writing and signed by the Lender and Borrower (with respect to an amendment) or the Lender (with respect to a waiver or consent by it) or the Borrower (with respect to a waiver or consent by it), as the case may be, and such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Any amendment or waiver by the Lender of any provision of this Agreement or the Note shall require the consent of limited partners in the Lender that own not less than a majority of the limited partnership interests then outstanding. 6.2 Entire Agreement. This Agreement, the Note and the Guaranty constitute the entire agreement among the parties relative to the specific subject matter hereof and thereof. 6.3 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day; (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) the next

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business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to a party at the address or facsimile number of such party set forth on such party's signature page hereof, or at such other address as such party may designate by 10 days' advance written notice to the other parties hereto. 6.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Borrower and the Lender and their respective successors and permitted assigns (which successors of the Borrower shall include a trustee in bankruptcy). The Borrower may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Lender. The Lender may not assign any of its rights and obligations hereunder and interests without the prior written consent of the Borrower. 6.5 GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF VERMONT WITHOUT REGARD TO CONFLICT OF LAWS. THE BORROWER HEREBY AGREES TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF VERMONT AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO THE BORROWER AT THE ADDRESS SET FORTH ON THE SIGNATURE PAGE HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S. MAILS, POSTAGE PREPAID. THE BORROWER AND THE LENDER HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE BORROWER AND THE LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT. INSTEAD, ANY DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY. WITH RESPECT TO THE FOREGOING CONSENT TO JURISDICTION, BOTH PARTIES HEREBY WAIVE ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. NOTHING IN THIS SECTION 8.5 SHALL AFFECT THE RIGHT OF THE LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF THE LENDER TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION. 6.6 Survival. All warranties, representations, and covenants made by the Borrower in this Agreement and the Note shall be considered to have been relied upon by the Lender, and shall survive the delivery to the Lender of the Note, regardless of any investigation made by the Lender. All statements in any such certificate or other instrument prepared and/or delivered for the benefit of the Lender shall constitute

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warranties and representations by the Borrower under this Agreement. Except as otherwise expressly provided in this Agreement, all covenants made by the Borrower under this Agreement or the Note shall be deemed continuing until all Obligations are satisfied in full. 6.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6.8 Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 6.9 EB-5 Program. Notwithstanding anything in this Agreement, the Note or instruments, agreements and documents executed by the Borrower at the Lender's request contemporaneously hereof in connection with this Agreement or the Note to the contrary, no payment shall be made by the Borrower to Lender or any other creditor that would jeopardize evidencing the use of the proceeds of the Loan to create the requisite employment in the Project pursuant to the requirements of the EB-5 Program.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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[LOAN AGREEMENT] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof. CARINTHIA GROUP 1, L.P. By: [__________________], Its general partner By: _______________________ Name: Title: Address: _______________________ _______________________ _______________________ Facsimile: _____________

CARINTHIA GROUP 2, L.P. By: [__________________], Its general partner By: _______________________ Name: Title: Address: _______________________ _______________________ _______________________ Facsimile: _____________

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CARINTHIA SKI LODGE LLC

By: _______________________ Name: Title: Address: _______________________ _______________________ _______________________ Facsimile: _____________

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EXHIBIT A FORM OF NON-REVOLVING LINE OF CREDIT NOTE U.S. $22,000,000

[________________, 2014]

FOR VALUE RECEIVED, CARINTHIA SKI LODGE LLC, a Vermont limited liability company with a principal place of business at [_______________] (the “Borrower”), hereby promises to pay to Carinthia Group 1, L.P., a Vermont limited partnership with a principal place of business at [________________] and Carinthia Group 2, L.P., a limited partnership organized under the laws of the State of Vermont (“Carinthia 2”) with a principal place of business at [________________] (Carinthia 1 and Carinthia 2 each collectively referred to as a “Lender” and collectively as the “Lender”), in accordance with each Lender’s proportionate interest set forth on Schedule 1 attached hereto, or order, the principal sum of $22,000,000 or such lesser amount as shall have been advanced and remain outstanding under the terms of the Agreement defined below (the “Principal Sum”), together with accrued interest thereon, in the manner and upon the terms and conditions set forth below. The actual amount due and owing from time to time under this Non-Revolving Credit Note (“Note”) shall be evidenced by Lender's records of receipts and disbursements, which shall be prima facie evidence of such amount, absent manifest error. 1. Incorporation of the Loan Agreement. Each Lender and the Borrower are parties to that certain Loan Agreement (the “Agreement”) dated as of [___________], 2014. The terms and conditions of the Agreement are hereby incorporated in this Note by reference and the Lender and the Borrower are entitled to all rights and benefits of the Agreement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement. 2.

Payment of Principal and Interest.

(a) This Note shall automatically mature and be due and payable in full, together with any interest accrued but unpaid thereon, on the fifth anniversary date of the first Advance (“First Advance Date”) under this Note (the “Maturity Date”) provided, however, the Borrower may upon written consent of the Lender, such consent not to be unreasonably withheld, extend the Maturity Date for a period of up to an additional two (2) years (the “Extension Option”). If the Borrower exercises the Extension Option, then the term “Maturity Date” shall include the Extension Option. It is the Borrower's intention to repay the Principal Sum, together with any interest accrued but unpaid thereto, on the Maturity Date with the proceeds of long-term financing or from other available sources. (b) Interest shall accrue on the unpaid Principal Sum on a simple interest basis at a fixed rate of 1.0% per annum commencing on the First Advance Date until the Maturity Date. In the event Borrower exercises the Extension Option, interest shall

accrue on the unpaid Principal Sum on a simple interest basis as follows: (i) at a fixed rate of 7.0% per annum commencing on the fifth (5th) anniversary of the First Advance Date; and (ii) a fixed rate of 10.0% per annum commencing on the sixth (6th) anniversary of the First Advance Date until the Maturity Date. Such interest will not be compounded or capitalized. Interest payments shall be paid to the Lender in arrears by the Borrower by way of annual payments on December 1 of each year during which any portion of the Principal Sum is outstanding. Interest shall be computed on the basis of the actual number of days elapsed and a year of 365 days commencing on the First Advance Date. (c) All sums payable hereunder shall be payable in lawful money of the United States and shall be applied first to accrued and unpaid interest and then in payment of the Principal Sum. (d) Without in any way limiting Lender's rights and remedies hereunder and under the Note, after the occurrence of an Event of Default, and until such time such Event of Default shall have been cured or waived, Advances and other obligations hereunder shall bear interest at the rate of 5% per annum (the “Default Interest Rate”) or such lesser rate permitted by applicable law, if the Default Interest Rate would violate applicable law. This clause (d) shall not be given effect to the extent that the application of the Default Interest Rate would in any way alter or amend the calculations of the Business Plan included in the Private Placement Memorandum. 3. Place of Payment. The Principal Sum together with and all accrued and unpaid interest thereon shall be payable at the Lender's principal executive offices at [______________], or at such other place as the Lender, from time to time, may designate in writing. 4. Prepayment. The Borrower shall be prohibited from prepaying the Principal Sum, in whole or in part, if such prepayment would jeopardize any of the Lender’s limited partners’ capacity to be admitted to the United States of America as unconditional lawful permanent residents with their spouses and unmarried, minor children pursuant to 8 U.S.C.§ 1153 (b)(5)(A) - (D), INA § 203 (b)(5)(A) - (D); the Departments of Commerce, Justice and State, the Judiciary, and Related Agencies Appropriations Act of 1993, Pub. L. No. 102-395, section 610, as amended; or 8 U.S.C. § 1186b, INA § 216A, as any of the foregoing may be amended. Subject to the foregoing, any portion of the Principal Sum that is prepaid shall be accompanied by any and all interest accrued but unpaid thereon. 5. Presentment. The Borrower hereby waives diligence, demand, presentment for payment, protest and notice of protest, notice of acceleration, and all other notices or demands of any kind. 6. Rights and Remedies. The rights and remedies granted or available to the Lender with respect to the obligations of the Borrower evidenced by this Note are set forth in the Agreement, and the Lender may exercise the respective rights, options, and remedies provided for in the Agreement, or otherwise available at law or in equity, all in accordance with their respective terms. All rights and remedies granted or available to

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the Lender by this Note and the Agreement shall be deemed concurrent and cumulative, and not exclusive of any rights or remedies available at law or in equity. Notwithstanding the foregoing, no such rights and remedies may be exercised if the exercise of such rights or remedies would jeopardize any of the Lender’s limited partners' capacity to be admitted to the United States of America as unconditional lawful permanent residents with their spouses and unmarried, minor children pursuant to 8 U.S.C.§ 1153 (b)(5)(A) (D), INA § 203 (b)(5)(A)-(D); the Departments of Commerce, Justice and State, the Judiciary, and Related Agencies Appropriations Act of 1993, Pub. L. No. 102-395, section 610, as amended; or 8 U.S.C. § 1186b, INA § 216A, as any of the foregoing may be amended. 7. Costs and Expenses. In addition to all other sums payable under this Note, the Borrower also agrees to pay to the Lender, on demand, all reasonable costs and expenses (including attorneys' fees and legal expenses) incurred by the Lender in the enforcement of the Borrower's obligations under this Note. 8. Severability. If any provision of this Note is held to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Note shall remain in full force and effect and shall be construed liberally in favor of the Lender in order to effectuate the purposes and intent of this Note. 9. Governing Law. This instrument shall be governed by and construed in accordance with the laws of the State of Vermont, excluding its conflicts of laws rules. BORROWER HEREBY AGREES TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF VERMONT AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO BORROWER AT THE ADDRESS SET FORTH ON THE SIGNATURE PAGE OF THE AGREEMENT AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S. MAILS, POSTAGE PREPAID. 10. Successors and Assigns. The provisions of this Note shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective heirs, executors or administrators and assigns. The Borrower may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Lender. The Lender may not assign any of its rights and obligations hereunder and interests without the prior written consent of the Borrower and subject to Section 11 below. 11. Transfers. The Borrower shall maintain at its offices a register (the “Register”) for the recordation of the names and addresses of the Lender and each holder of this Note. Without limitation of any other provision of Section 10 above or this Section 11, no transfer shall be effective until recorded in the Register. The entries in the Register shall be conclusive absent manifest error and the Borrower may treat each person whose name is recorded in the Register as a holder of this Note notwithstanding any notice to the contrary. The foregoing provisions are intended to comply with the registration

3

requirements in the U.S. Treasury Regulation Section 5f.103-1 so that this Note is considered to be in “registered form” pursuant to such regulation. IN WITNESS WHEREOF, the Borrower has executed this Note as of the date first above written. CARINTHIA SKI LODGE LLC

By: _______________________ Name: Title: Address: ______________________ ______________________ ______________________ Telephone:_____________ Facsimile: _____________

4

SCHEDULE 1

Lender

Proportionate Interest

Carinthia Group 1, L.P.

____%

Carinthia Group 2, L.P.

____%

EXHIBIT B FORM OF GUARANTY OF COLLECTION For good and valuable consideration, Peak Resorts, Inc. a corporation with its registered office in St Louis Missouri, and with a mailing address of 17409 Hidden Valley Drive, Wildwood, Missouri 63025 (the “Guarantor of Collection”), absolutely and unconditionally guarantees and promises to pay to Carinthia Group 1 L.P, a Vermont limited liability company with a principal place of business in West Dover, Vermont and Carinthia Group 2, L.P., a limited partnership organized under the laws of the State of Vermont (“Carinthia 2”) (Carinthia 1 and Carinthia 2 each collectively referred to as a “Lender” and collectively as the “Lender”), or its order, on demand, in legal tender of the United States of America, the Indebtedness (as that term is defined below) of its affiliate Carinthia Ski Lodge LLC, a limited liability company organized under the laws of the State of Vermont, and with a mailing address of [_____________] (the “Borrower”), owed to the Lender on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of the Guarantor is limited to the Indebtedness and the obligations of the Guarantor are continuing until the Indebtedness is fully paid and satisfied and all loan facilities comprising the Indebtedness are expired or terminated. 1. Defined Terms. The following words shall have the following meanings when used in this Guaranty: (a) “Guaranty” shall mean this Guaranty of Collection made by the Guarantor for the benefit of the Lender. (b) “Indebtedness” shall mean all of the Borrower's liabilities, obligations, debts, and indebtedness to the Lender that are incurred in connection with a loan in the maximum principal amount of $22,000,000 pursuant to that certain Loan Agreement among each Lender and the Borrower of even date herewith (the “Loan Agreement”) and evidenced by that certain promissory note payable to the Lender dated of even date herewith (the “Note”), or arising out of the various Related Documents as that term is defined below. (c) “Related Documents” shall mean and include without limitation any other instruments, agreements and documents executed by the Borrower at the Lender's request contemporaneously hereof in connection with the Loan Agreement and the Note. 2. Guaranty. The Guarantor guarantees to the Lender full and prompt collection of up to the principal amount due under the Note and all accrued and unpaid interest thereon. This Guaranty is a guaranty of collection only, and not a guaranty of payment. As such, the Lender in accepting this Guaranty acknowledges that upon (i) the Borrower’s failure to make a payment when the same shall be due and owing to the Lender in respect of the Indebtedness and (ii) lawful acceleration of the Indebtedness, the Lender will (a) resort first directly against the Borrower and fully exhaust any and all legal remedies existing or available and shall have failed to collect the full amount of the

2

Indebtedness before proceeding against Guarantor; and (b) give notice of the terms, time, and place of any public or private sale of collateral held, if any, by the Lender and comply with any other applicable provisions of the Uniform Commercial Code as adopted in Vermont, or any other applicable law. This Guaranty will take effect when received by the Lender without the necessity of any acceptance by the Lender, or any notice to the Guarantor or to the Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by the Lender of any notice of revocation shall have been fully and finally paid and satisfied and all other obligations of the Guarantor under this Guaranty shall have been performed in full. Guarantor hereby agrees that it shall provide to [____________], as agent of the limited partners of the Lender (the “Agent”), such quarterly and annual financial statements and operational reports as it may provide to its principal lender as promptly as reasonably practicable following the preparation thereof. 3. Representations and Warranties. The Guarantor represents and warrants to the Lender, at the time of execution of this Guaranty and as of the time of each drawing under or other utilization of the loan as set forth and more particularly detailed in the Loan Agreement, that to the best of its knowledge (a) no representations or agreements of any kind have been made to the Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) the execution by Guarantor of the Guaranty and the incurring of liability and indebtedness to the Lender does not and will not contravene any provision contained in any other loan or credit agreement or borrowing instrument or contract to which the Guarantor is a party; (c) the Guaranty has been duly executed and delivered by the Guarantor, and constitutes valid and binding obligations of the Guarantor enforceable in accordance with its terms; and (d) this Guaranty constitutes an independent obligation of the Guarantor, notwithstanding its ownership interest in the Borrower. 4. Governing Law. This Guaranty is conclusively deemed to be made under and for all purposes to be governed by and construed in accordance with the laws of the State of Vermont. In relation to any legal action or proceedings arising out of or in connection with this Guaranty, the Guarantor submits to the jurisdiction of the courts of the State of Vermont, as the Lender may elect, and to the extent permitted by law, waives any objection to such legal action or proceedings in such courts on the grounds of venue or on the grounds that such legal action or proceedings have been brought in an inconvenient forum. These submissions are made for the benefit of the Lender and shall not affect the right of the Lender to take legal action or proceedings in any other court of competent jurisdiction nor shall the taking of legal action or proceedings in any court of competent jurisdiction preclude the Lender from taking legal action or proceedings in any other court of competent jurisdiction (whether concurrently or not). The Lender and the Guarantor hereby waive the right to any jury trial in any action, proceeding or counterclaim brought by either the Lender or the Guarantor against the other. 5. Miscellaneous. The following miscellaneous provisions are a part of this Guaranty:

3

(a) Amendments. This Guaranty constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. (b) Attorneys' Fees; Expenses. The Guarantor agrees to pay upon demand the Lender's reasonable costs and expenses, including reasonable attorneys' fees and the Lender's reasonable legal expenses, incurred in connection with the successful enforcement of this Guaranty. The Guarantor also shall pay all court costs and such additional fees as may be directed by the court in connection with the successful enforcement of this Guaranty. (c) Notices. All notices required to be given by either party to the other under this Guaranty shall be in writing and shall be effective when actually delivered or one (1) business day after being deposited with a nationally recognized overnight courier with receipt confirmed, or three (3) business days after being deposited in the United States mail, first class postage prepaid with return receipt requested, addressed to the party to whom the notice is to be given at the address shown above or to such other addresses as either party may designate to the other in writing. (d) Interpretation. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. If a court of competent jurisdiction finds any provision of this Guaranty to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances, and all provisions of this Guaranty in all other respects shall remain valid and enforceable. (e) Waiver. The Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by the Lender. No delay or omission on the part of the Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by the Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of the Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by the Lender, nor any course of dealing between the Lender and the Guarantor, shall constitute a waiver of any of the Lender's rights or of any of the Guarantor's obligations as to any future transactions. Whenever the consent of the Lender is required under this Guaranty, the granting of such consent by the Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of the Lender. Any amendment or waiver by the Lender of any provision of this Guaranty shall require the consent of limited partners in the Lender that own not less than a majority of the limited partnership interests then outstanding. (f) Lender's Records. Every certificate issued under the hand of an officer of the Lender purporting to show the amount at any particular time due and payable to the Lender, and covered by this Guaranty, shall be received as conclusive evidence as against

4

the Guarantor that such amount is at such time so due and payable to the Lender and is covered hereby. (g) Change. The Guarantor agrees that no change or changes in the name or names of the Borrower or Guarantor, no change or changes in the objects, capital or enabling documents of the Borrower or the amalgamation of the Borrower with any other entity, and no other change or changes of any kind whatsoever shall in any way affect the liability of the Guarantor, either with respect to transactions occurring before or after any such change or changes, and the Lender shall not be obliged to inquire into powers of the Borrower, its officers, directors or agents acting or purporting to act on its behalf, and monies, advances, renewals or credits in fact borrowed or obtained by the Borrower from the Lender and all liabilities incurred by the Borrower from the Lender in professed exercise of such powers shall be deemed to form part of the Indebtedness hereby guaranteed notwithstanding that such borrowing, obtaining of monies, advances, renewals or credits, or incurring of such liabilities shall be in excess of the powers of the Borrower, or its officers, directors or agents, or be in any way irregular, defective or informal. (h) Successors and Assigns. The Guarantor may not delegate any of its obligations hereunder. The provisions of this Guaranty shall be binding upon any successors of the Guarantor. (i) Sharing of Payments. By its acceptance of this Guaranty, each Lender agrees to share in all payments made under this Guaranty in accordance with its Proportionate Interest set forth on Schedule 1 of the Note.

5

THE UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, THE GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON THE GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO THE LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED. NO FORMAL ACCEPTANCE BY THE LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED AND SHALL BE EFFECTIVE AS OF [___________], 2014, NOTWITHSTANDING THE DATE OF ANY OF THE RELATED DOCUMENTS.

GUARANTOR OF COLLECTION PEAK RESORTS, INC.

By: ________________________ Name: Title:

Address: ______________________ ______________________ ______________________ Facsimile: _____________

Signed, acknowledged and delivered in the presence of: ____________________________________ Authorized Officer

20024486v.3

6

EXHIBIT 13 ECONOMIC AND JOB CREATION IMPACTS STUDY

May 2, 2014 Douglas Hauer | Member Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center, Boston, MA 02111 To Whom This May Concern: I submit this letter as a statement of confirmation on the results of the job impact analysis (of November 2012) as relates to the proposed business plan (October 2012, Rapid USA Visa, Inc.) for improvements to Mt. Snow Resort. Specifically, the job impacts were measured for two development elements, one (the Carinthia Ski Lodge, providing skier services) which would complete within a 2 year interval, and the second within 3 years (the West Lake Snow making reservoir). On-site development labor for the ski lodge are excluded from the Vermont job impacts due to the limited duration of that project. Both project elements will require limited sourcing of goods and services from the surrounding Northeast regional economy as well as from other U.S. vendors. The job impacts for the development phase are as follows: Carinthia Ski Lodge

REGION Vermont REST OF NO'EAST Rest of U.S.

yr1 139 17 17

yr2 254 31 30

West Lake Reservoir

yr3 0 0 0

yr1 146 27 33

yr2 186 35 41

All Development

yr3 111 21 25

yr1 285 44 49

yr2 440 66 72

yr3 Job years 111 836 21 130 25 145

A job impact analysis of the business plan’s forecasted incremental visitor-generated revenues was also developed for a 4-county southern Vermont region based upon the first two years of Operations of the ski lodge. The job impacts are associated with visitor-spending on food & beverages, assorted retail, equipment rental, and lift tickets (passes). The job impacts for the southern Vermont 4-county economy are as follows:

155 Federal Street, Suite 600, Boston, Massachusetts 02110 USA telephone 617.338.6775 • fax 617.338.1174 • www.edrgroup.com

IMPLAN Sector Description 413 - Eating & drinking establishments Meals & Beverages 329- Retail General Merchandise Retail & Convenience Store Ski rental 407 - Recreational Centers Lift passes & Tickets Windsor Co. & 3 other So. VT counties elswhere in Vermont Vermont regional Center

Total Job Impacts across all sectors in Southern VT YR1 YR2 52 54 8 8 88 92

148

154

1 149

1 155

Respectfully submitted,

Lisa Petraglia Vice-President

155 Federal Street, Suite 600, Boston, Massachusetts 02110 USA telephone 617.338.6775 • fax 617.338.1174 • www.edrgroup.com

`

Job Generating Impacts from The Carinthia Group Projects at Mount Snow, A project within the Mount Snow Resort Master Plan Prepared for:

Mount Snow Resort, Ltd. West Dover, Vermont

Prepared by: Economic Development Research Group, Inc. 155 Federal Street, 6th Floor, Boston, MA 02110

November 12, 2012

i|Page

Table of Contents Executive Summary .............................................................................................. ii Methodology & Assumptions ................................................................................1 Introduction ..............................................................................................................1 Methodology ............................................................................................................1 Jobs Multiplier Analysis using the IMPLAN Model ..........................................1 Isolating the Non-direct Job Impacts for the Development Phase. .....................3 Visitor-spending related Impacts .........................................................................4 Visitor-spending the First Two Years .................................................................4 Development-related Impacts ...............................................................................6 Development Phase Expenditure for the Carinthia Ski Lodge ................................6 Total (non-direct) Job Impacts for the Vermont Regional Center and surrounding Economies .......................................................................................8 Development Phase Expenditure for the West Lake Reservoir project .................11 Total (non-direct) Job Impacts for the Vermont Regional Center and surrounding Economies .....................................................................................16 Job Impacts from combined Development Phases ................................................20 Conclusions ...........................................................................................................21 Appendix 1: Firm Overview ..................................................................................22 Appendix 2: Carinthia Projects Group 1 Business Plan ........................................26 Appendix 3: IMPLAN Type SAM Employment Multiplier Data 3-digit NAICS Aggregation, 2010..................................................................................................28

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page i

ii | P a g e

EXECUTIVE SUMMARY Overview: The purpose of this assessment was to measure the job generating effects from two proposed projects (the Carinthia Group 1 projects) at Mount Snow Ski Resort in southern Vermont. Specifically, the expansion proposal relates to building an additional ski lodge (Carinthia Lodge, and a reservoir project (West Lake) for expanded snow making capabilities. Funding for the proposed expansion is to be in the form of $52 million from foreign investors through the USCIS EB-5 Visa Program, and additional investment of $14 million from the resort owners, Mount Snow, Ltd. Methodology: Four basic steps were used to develop this assessment: 1. Analyze the Business Plan data – for incremental annual operations (visitor activity and spending) in each of the first two years associated with the new lodge, as well as for the initial Development Phase Capital Expenditure 2. Conduct multiplier analysis - relevant aspects of the business plan for each phase are applied to a geographically appropriate multi-region IMPLAN economic impact model (vintage 2010) 3. Identify total impacts for each of the first two years of operation on the 4county southern Vermont study region1, with spillover job impacts for rest of Vermont; and the total jobs during the development phase for the Vermont economy, the rest of the Northeast regional economy, and the balance of the U.S. economy. 4. Identify non-direct2 job impacts for the development phase for the relevant study region (state of Vermont) for the remaining Northeast regional economy3, and for the balance of the U.S. economy.

Comprised of Windham, Windsor, Rutland, and Bennington counties. Non-direct is defined as the set of impacts that result from “ indirect” and “induced” transactions in the study region initiated by the project activity. 3 The Northeast region apart from Vermont includes Maine, New Hampshire, New York, Rhode Island, Connecticut, and Massachusetts 1 2

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

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iii | P a g e Key Findings: Summarized in Exhibit ES-1 are the job impacts related to the capital expenditure into the Project, and for each of the first two years of annual additional visitor activities associated with the new facilities. Exhibit. ES-1 – Job Generation effects of Carinthia projects at Mt. Snow Phase ==> Study Region =>

Operations 4-county Southern VT* Year 1

Visitor spending, mil.$2012 Construction Budget,mil. 2012$ (VT purchases)** direct Jobs non-direct Jobs Job impacts in Study Region rest of Vermont rest of Northeast rest of U.S. All Regions_Job Impact

$

Development Phase State of Vermont Ski Lodge Snowmaking Reservoir^ 2 Years 3 Years

Year 2 4.98 $

not applicable 148 148 1 not applicable not applicable 149

5.16

not applicable 154 154 1 not applicable not applicable 155

$27.6 (79%) not applicable 393 393 not applicable 48 47 488

$37.6 (80%) not applicable 443 443 not applicable 82 99 624

* includes Windham, Windsor, Rutland, and Bennington counties ** excludes land contribution, and working capital ^Development phase non-direct job impacts in southern VT region include contracted Construction laborers on-site for the West Lake Reservoir project Source: IMPLAN multi-region impact model

The remainder of this report presents details used to assemble this analysis. Relevant portions of the Carinthia Group 1 Projects Business Plan are included in an Appendix to this document.

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page iii

Methodology & Assumptions

1

METHODOLOGY & ASSUMPTIONS Introduction Mount Snow, Ltd. retained Economic Development Research Group, Inc. (EDR Group) of Boston, Massachusetts to develop the (jobs) impact analysis of its proposed development of a new skier services building (the Carinthia lodge) and snowmaking reservoir (West Lake) for the Mount Snow Resort in West Dover, Vermont. Key staff of EDR Group have earned a national reputation for conducting economic impact analyses using various economic impact analysis data sets and models (REMI and IMPLAN models, RIMS data) with over 56 staff years of experience among its three lead staff. (For more about EDR Group refer to the end of the report).

Methodology The following sections describe the jobs impact estimation approach used in conjunction with information from the Carinthia Group Projects Business Plan to provide job impact counts that conform to the EB-5 investment program criteria.

Jobs Multiplier Analysis using the IMPLAN Model Both USCIS and the chief economist of the Department of Homeland Security have from time to time acknowledged familiarity and suitability of several methodologies for estimating the job impacts associated with EB-5 project proposals. Given the more recent interpretation of regulations which have emphasized consideration of indirect job impacts created beyond the economic boundary of the regional center (in this case the state of Vermont), the IMPLAN software model (MIG, Stillwater, MN) offers advantages (relative to other methods) due to its multi-region impact analysis capabilities (added in early 2010) while remaining a cost-effective system to use, with ample customer support and a proven track-record. As such this analysis was duly developed using the IMPLAN impact software (the internally calculated Output multiplier data, defined as Type SAM4, is derived from region-specific data for 2010). SAM stands for social accounting matrix and the concept reflects a multiplier that accounts for indirect and induced transactions as well as monetary transfers between institutions (consisting predominantly of income stratified households and state/local/Federal government entities). The reference to Output in describing the multiplier makes an important distinction to RIMSII data.

4

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page 1

Methodology & Assumptions

Those analysis model for the eventual additional visitor operations was structured around the following 2-region: a combined 4-county southern Vermont territory, comprised of Windsor (where West Dover is), Windham, Bennington and Rutland counties, the rest of Vermont region. For the development phase analysis for sourcing construction supplies, services and equipment, a 3-region model was configured to represent the Vermont economy, the rest of the Northeast region5, and the rest of U.S. region. The IMPLAN multi-regional model starts with the direct assignment of (development or operations-related) spending stimulus posed to the specific study, and for budget expenditures that are either not procured or entirely procured from the study area (whether certain manufactured items or labor supply), we assign the respective amounts to the other relevant regions. The IMPLAN model’s trade-flow logic (based upon county-to-county historical $ flows for the entire U.S) then creates an allocation of subsequent spillover multiplier effects to all regions under consideration. The pattern of sourcing is a balance between proximity for trading, and scale of the trading partner. For both phases, data from the business plan (in 2012$ basis) were mapped to corresponding industry (supplying) sectors (IMPLAN flexibly allows for the user to introduce the project data in the basis they were developed, and within the analysis IMPLAN deflates to 2010$ while solving, and then re-scales results upon viewing results). The following caveats are made in moving from the business plan to the IMPLAN model runs: aspects of visitor spending (retail purchases on resort) were margined within IMPLAN, for aspects of the development budget IMPLAN’s regionally-estimated local purchase coefficient by industry were relied upon to change line item expenditures into some percent of local sales. For the Carinthia Lodge project 79 percent of the budget is sourced from Vermont, and for the West Reservoir project it is 80 percent from Vermont, with 10 percent of budget sourced from surrounding northeast states, and the remaining 10 percent from rest of U.S. for specialized equipment6. What remains after the fulfillment by local sales is eligible for spill-over fulfillment in the surrounding economies.

The latter describes the area’s response when $1 of final demand for specific commodities, or industrial product emerges, whereas IMPLAN describes he response when $1 of sales emerges within the region for a specific commodity, or industrial product. 5 The Northeast region apart from Vermont includes Maine, New Hampshire, New York, Rhode Island, Connecticut,, and Massachusetts 6 From Indiana and Colorado according to Mt. Snow Resort engineers.

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page 2

Methodology & Assumptions

Isolating the Non-direct Job Impacts for the Development Phase. Pursuant to a USCIS memorandum dated December 11, 2009, USCIS has interpreted that the full time employment requirement must exclude jobs that are intermittent, seasonal or transient in nature. The business plan indicates whether there are any direct employees of the newly formed Commercial enterprise for the development phase. The IMPLAN model will identify the region-specific job impacts related to the construction activities. In input-output multiplier analysis, the direct construction sector (and other supplying sectors for the budget) effects (sales, jobs) are not the same concept of “direct” as intended in the USCIS regulation. However this analysis does refrain from counting construction-sector job impact in the first-round of input-output effect when the development phase on a project is less than two years.

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

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Visitor-spending Related Impacts

2

VISITOR-SPENDING RELATED IMPACTS The incremental, annual visitor-spending, for YR1 and YR2 of the completed Carinthia Lodge, is analogous to gauging annual operations of the new visitorserving facility. To develop the job impacts of this phase of the proposal we examine how much extra visitor spending is expected at Mount Snow, and what is that money spent on. Once we answer these questions using information in (behind) the business plan we introduce this profile of spending into the Southern VT region of the IMPLAN modeling system.

Visitor-spending the First Two Years The amount of extra visitor-spending to the resort is shown (with its allocation and IMPLAN sector assignment) in Exhibit 2-1. Exhibit 2-1: Additional Visitor-spending at Mount Snow Region: Southern Vermont centered on Windsor Co. IMPLAN Sector Description 413 - Eating & drinking establishmentsMeals & Beverages 329- Retail General Merchandise Retail & Convenience Store* Ski rental 407 - Recreational Centers Lift passes & Tickets Total added (mil. 2012$) Total added (mil. 2010$)

New Visitor Spend YR1 YR2 $2.28 $2.34 $0.55 $0.57 $0.26 $0.27 $1.89 $1.98 $4.98 $5.16 $4.42

*These dollar amounts were “margined” within the IMPLAN analysis model.

$4.59

The result (in terms of total employment impacts) of combining these visitorspending amounts with the IMPLAN employment multipliers are shown next in Exhibit 2-2.

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

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Visitor-spending Related Impacts

Exhibit 2-2: Results from Visitor-spending in 4-county Study Region –Total, direct, and Non-direct Jobs

Region: Southern Vermont centered on Windsor Co. IMPLAN Sector Description 413 - Eating & drinking establishmentsMeals & Beverages 329- Retail General Merchandise Retail & Convenience Store* Ski rental 407 - Recreational Centers Lift passes & Tickets

Employment Total Job Impacts IMPLAN's Job equivalent multiplier So. VT across all sectors in on added Visitor Spend region (detailed Southern VT 440-sectors) YR1 YR2 YR1 YR2 41 42 1.28 52 54 6 6 1.26 8 8 75

78

1.18

122 126 measured through IMPLAN's trade flow linkage between southern VT and the rest Non-direct Jobs rest of VT of state ====> for all Vermont

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page

5

88

92

148

154

1 149

1 155

Construction-related Impacts

3

DEVELOPMENT-RELATED IMPACTS A similar treatment (as presented in Ch. 2) is followed to estimate the job impacts for the development phase – with two exceptions. First, only the non-direct employment impacts are of consequence. The non-direct employment impacts pertain to any job that is related to the project that is not employed by the EB-5 Commercial Enterprise. Therefore the term “direct” impact within the USCIS regulatory language is different from what “direct” means within the input-output economic multiplier analysis. Since there are no commercial enterprise employees proposed for the development phase, the IMPLAN jobs impacts that result from allocating the development budget over the various supplying industries will all be non-direct jobs. Second, when a project’s development interval is less than two years in duration, the first-round of construction sector jobs are omitted from the job generation results.

Development Phase Expenditure for the Carinthia Ski Lodge Beginning with the Mount Snow Resort business plan, information pertaining to the 1+-year construction schedule and budget is assessed and assigned to industries that provide the goods/service needed, and then we verify (a) the presence of the industry within the Vermont regional center economy, and (b) the scale (or size) of the Vermont industry and whether it can plausibly meet the demand from the project (using the IMPLAN data for the VT regional center 2010). Exhibit 3-1 presents the construction spending detail by year and assignment into an IMPLAN sector for the VT economy. Equipment and fit-up expenditures are treated as being manufactured outside of the VT economy but accessed through VT wholesale distribution channels and earning the 15 percent mark-up in-state. The larger surrounding supplier shed represented by the rest of Northeast region provides a majority of these manufactured items, and the remaining balance from the rest of U.S. region.

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page 6

Construction-related Impacts

Exhibit 3-1: Capital expenditure for the Proposed Carinthia Lodge CARINTHIA SKI LODGE Project $22M FOREIGN FUNDS; $6M PRIV. (2012$)

annual schedule=> $27,653,077

YR1 35% $9,772,255

YR2 65% $17,880,822

$828,547 $9,142,707 $595,968 $331,520 $757,500 $853,660

$662,838 $2,011,396 $0 $0 $378,750 $426,830

$165,709 $7,131,311 $595,968 $331,520 $378,750 $426,830

39_M&R construct non-res 319_Wholesale Distributors 319_Wholesale Distributors 319_Wholesale Distributors

$577,500 $231,000 $536,175 $400,500

$0 $0 $0 $0

$577,500 $231,000 $536,175 $400,500

Ancillary Costs (temp office, admin, equip, access roads, hydrants, utilities) (temp office, admin, equip) 322_Retail-electronics (access roads, hydrants, utilities) 33_Sewer,Water contracting Arch & Engr,Envir/Permitting 369_Arch/Engr

$7,398,000 $150,000 $1,919,707 $2,117,175

$5,792,441 $150,000 $1,919,707 $2,117,175

$1,605,559 $0 $0 $0

$2,818,332

$1,409,166

$1,409,166

$392,786

$196,393

$196,393

$500,000 $4,000,000 $1,500,000

$500,000 $0 $0

$0 $4,000,000 $1,500,000

Preliminary Sitework CONSTRUCTION Non-res COMMERCIAL STRCTR UPGRADED DESGN & BUILDOUT Sewer hookups Water storage (build & rel. infrs.) Relocate & upgrade ELEC Transformers SOLAR WORKS - Lighting, (walkways, fire lanes, etc.)

FURN & FIXT _wholesale receipts OFFICE EQUIP/PHONE SYS;NETWORK, TERMINALS

IMPLAN sector 19_Support activities Agr& Forestry 34_New non-res Comm. 370_Specialized Design srvcs 33_Sewer,Water contracting 33_Sewer,Water contracting 39_M&R construct non-res

Management fees _admin & supervsn 381_Mngmnt of Companies Misc. admin . Expenses 384_Office Admin srvcs PRIVATE FUNDS into the Lodge project Infrstructure & related groundwork PROJECT REL. COSTS - Carinthia Terrain Trail work Existing Building & Environmental Improvements

33_Sewer,Water contracting 19_Support activities Agr& Forestry 375_Envir. consultg

*the budget excludes land contribution payments and working capital

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page 7

Construction-related Impacts

Total (non-direct) Job Impacts for the Vermont Regional Center and surrounding Economies For Carinthia Lodge development phase supplying industries (contractors, vendors) that are present in Vermont, the expenditure amounts from Exhibit 3-1 (in 2012$) are converted (within the IMPLAN model) to initial job requirements by sector, and those then are applied to the employment multipliers shown above to give the total job impacts for Vermont, shown next in Exhibit 3-2. None of the jobs estimated in the IMPLAN analysis represent a job employed by the EB-5 Commercial enterprise, therefore all of the impacts from building the Carinthia Lodge represent “non-direct” jobs. However, since this project is expected to take less than two years to complete, the first-round of construction sector jobs are excluded from the results presented.

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page 8

Construction-related Impacts

Exhibit 3-2: Vermont Job Impacts from Carinthia Lodge Development CARINTHIA SKI LODGE Project

initial round Job equivalent

IMPLAN sector Preliminary Sitework CONSTRUCTION Non-res COMMERCIAL STRCTR UPGRADED DESGN & BUILDOUT Sewer hookups Water storage (build & rel. infrastr) Relocate & upgrade ELEC Transformers SOLAR WORKS - Lighting, (walkways, fire lanes, etc.)

FURN & FIXT _wholesale receipts OFFICE EQUIP/PHONE SYS;NETWORK, TERMINALS

YR1

YR2

VT Employment Multiplier (2010)

Total Job Impact

YR1

YR2

Sales-per -Worker

19_Support activities Agr& Forestry 34_New non-res Comm.

$28,713

23

6

1.194

28

7

$114,193

18

62

1.601

28

100

370_Specialized Design srvcs 33_Sewer,Water contracting 33_Sewer,Water contracting 39_M&R construct non-res

$97,452 $113,551 $113,551 $105,011

0 0 3 4

6 3 3 4

1.471 1.559 1.559 1.641

0 0 5 7

9 5 5 7

39_M&R construct non-res

$105,011

0

5

1.641

0

9

319_Wholesale Distributors

$139,958

0

2

1.727

0

3

319_Wholesale Distributors 319_Wholesale Distributors

$139,958 $139,958

0 0

4 3

1.727 1.727

0 0

7 5

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page

9

Construction-related Impacts

Ancillary Costs (temp office, admin, equip, access roads, hydrants, utilities) (temp office, admin, equip) (access roads, hydrants, utilities) Arch & Engr,Envir/Permitting Management fees _admin & supervision Misc. admin . Expenses PRIVATE FUNDS into the Lodge project Infrastructure & related groundwork PROJECT REL. COSTS - Carinthia Terrain Trail work Existing Building & Environmental Improvements

322_Retail-electronics 33_Sewer,Water contracting 369_Arch/Engr 381_Mngmnt of Companies

$89,814 $113,551 $88,683 $162,548

2 17 24 9

0 0 0 9

1.635 1.559 1.744 2.312 1.811

3 26 42 20 0 4

0 0 0 20 0 4

384_Office Admin srvcs

$82,877

2

2

33_Sewer,Water contracting 19_Support activities Agr& Forestry 375_Envir. consultg

$113,551 $28,713

4 0

0 139

1.559 1.194

7 0

0 166

$92,034

0

16

1.781

0

29

170 36

375 116

133

260

16

32

16

31

166

322

Total for VT # as Construction eligible for VT elsewhere Northeast elsewhere U.S. All regions

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page

10

Construction-related Impacts

As a result of the Carinthia Lodge development activity, there are approximately 133 eligible jobs impacted in YR1 for Vermont region, and 260 in YR2. Another 32 jobs are contributed in YR1 and 63 additional for YR2 from the rest of the Northeast region, and from the remainder of the U.S. supplier bases. These nondirect jobs are created ‘extra-regional to Vermont’ as a result of cycles of supplier transactions to support the broader VT economy as it is stimulated downstream of the project).

Development Phase Expenditure for the West Lake Reservoir project Beginning with the Mount Snow Resort business plan, information pertaining to the 2+-year construction schedule and budget is assessed and assigned to industries that provide the goods/service needed, and then we verify with information from Mount Snow engineers where specialized equipment will be sourced from. Exhibit 3-3 presents the construction spending detail by year and assignment into an IMPLAN sector for the VT economy, and the rest of U.S. region. Equipment expenditures for pump houses are not manufactured in VT will be accessed through VT wholesale distribution channels and earning the 15 percent mark-up in-state. The larger surrounding supplier shed represented by the rest of U.S. region (in particular Colorado and Indiana) provides a majority of these manufactured items.

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page 11

Construction-related Impacts

Exhibit 3-3: Capital expenditure (2012$ basis) for the Proposed West Lake Reservoir WESTLAKE RESERVOIR

% of $ $ Expense as Equipment Equipment Equipment From From Northeast elsewhere in U.S.

Line item spend

annual schedule=> $30M FOREIGN FUNDS; $8M PRIV. (2012$)

INITIAL SET UP;SITE PREP;EXCAV ETC

YR1

YR2

YR3

33%

42%

25%

$37,499,999 $12,375,000 $15,750,000 $9,375,000

Sector Assignment 19_Support act agr& forestry

$1,621,000

$534,930

$680,820

$405,250

0

$0

$0

Install torrent pumping/snowmakinggrooming capabilities

33_Sewer,water contracting

$2,432,210

$802,629

$1,021,528

$608,053

100%

$0 $2,432,210

install L1 Carpet & accessories

33_Sewer,water contracting

$417,521

$137,782

$175,359

$104,380

50.3%

$0

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page

12

$178,511

Construction-related Impacts

estb. Carinthia pump houses

36_New other non-res Construction

$1,208,533

$398,816

$507,584

$302,133

8.2%

$0

$0

Develop Air Center

36_New other non-res Construction

$1,210,000

$399,300

$508,200

$302,500

5.7%

$7,759

$43,968

Ski hill pipelines, upgrade lift & relocation work

33_Sewer,water contracting

$1,594,153

$526,070

$669,544

$398,538

0%

$0

$0

install Ski Baba magic carpet

36_New other non-res Construction

$576,380

$190,205

$242,080

$144,095

0%

$0

$0

Trail upgrades prior to all installation work

19_Support act agr& forestry

$832,500

$274,725

$349,650

$208,125

0%

$832,500

$0

West Lake reservoir- site prep, blasting

30_Support activities _Othr Mining

$5,488,000

$1,811,040

$2,304,960 $1,372,000

0%

$0

$0

Coldbrook Piping –road works, substructures, piling

36_New other non-res Construction

$8,465,652

$2,793,665

$3,555,574 $2,116,413

1%

Road Closure costs (model

432_S/L Other

$150,000

$49,500

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

$63,000 Page

$37,500

13

0%

$2,158,741 $1,100,535

$0

$0

Construction-related Impacts

as Local govt spending) GEN INFRASTRUCTURE Arch & Engr,Envir/Permitting

33_Sewer,water contracting 369_Arch/Engr

$500,000

$165,000

$210,000

$125,000

0%

$0

$0

$1,104,000

$364,320

$463,680

$276,000

0%

$0

$0

$3,863,100

$1,274,823

$1,622,502

$965,775

0%

$0

$0

$382,900

$126,357

$160,818

$95,725

0%

$0

$0

33_Sewer,water contracting

$2,400,000

$792,000

$1,008,000

$600,000

0%

$0

$0

39_M&R construct nonres

$3,600,000

$1,188,000

$1,512,000

$900,000

0%

$0

$0

Management fees _admin & supervsn

381_Mngmnt of Companies

Misc. admin . Expenses

384_Office Admin srvcs

PROMOTER CONTRIB TO PROJECT COSTS On Mountain Snow Making upgrades, pipe installations, road works POWER STATION UPGRADES AND RELATED COSTS RESORT ENHANCEMENT COSTS

Trail work, parking lot grading & improvements, building improvements, & other general improvements to the resort.

infrastructure (25%) 33_Sewer,water contracting repair & maintenance 39_M&R

$500,000

$165,000

$210,000

$125,000

0%

$0

$0

$1,000,000

$330,000

$420,000

$250,000

0%

$0

$0

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page

14

Construction-related Impacts

construction(50%) construct nonres trail work (25%) 19_Support $500,000 $165,000 $210,000 activities Agr& Forestry *the budget excludes land contribution payments, contingency and working capital

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page

$125,000

15

0%

$0

$0

Construction-related Impacts

Total (non-direct) Job Impacts for the Vermont Regional Center and surrounding Economies For West Lake Reservoir development phase supplying industries (contractors, vendors) that are present in Vermont, the expenditure amounts from Exhibit 3-3 (in 2012$) are converted (within the IMPLAN model) to initial job requirements by sector, and those then are applied to the employment multipliers shown above to give the total job impacts for Vermont, shown next in Exhibit 3-4. None of the jobs estimated in the IMPLAN analysis represent a job employed by the EB-5 Commercial enterprise, therefore all of the impacts from building the snowmaking reservoir represent “non-direct” jobs.

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page 16

Construction-related Impacts

Exhibit 3-4: Vermont Job Impacts from West Lake Reservoir WESTLAKE RESERVOIR

VT Spend over 2+ years

Sales per Worker (IMPLAN 2010)

Initial round of Jobs*

VT Employment Multiplier (2010)

Total Job Impacts

$30M FOREIGN FUNDS; $8M PRIV. (2012$)

INITIAL SET UP;SITE PREP;EXCAV ETC

VT sector transacted with….. 19_Support act agr& forestry

$1,621,000

YR1

YR2

YR3

$28,713

56

1.19

22

28

17

Install torrent pumping/snowmakinggrooming capabilities

33_Sewer,water contracting

$0 $113,551

0

1.56

0

0

0

install L1 Carpet & accessories

33_Sewer,water contracting

$239,010 $113,551

2

1.56

1

1

1

estb. Carinthia pump houses

36_New other non-res Construction

$1,109,433 $116,992

9

1.72

5

6

4

Develop Air Center

36_New other non-res Construction

$1,158,273 $116,992

9

1.72

5

7

4

Ski hill pipelines, upgrade lift &

33_Sewer,water

$1,594,153 $113,551

14

1.56

7

9

5

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page

17

Construction-related Impacts

relocation work

contracting

install Ski Baba magic carpet

36_New other non-res Construction

Trail upgrades prior to all installation work

19_Support act agr& forestry

West Lake reservoir- site prep, blasting

5

1.72

3

3

2

$28,713

0

1.19

0

0

0

30_Support activities _Othr Mining

$5,488,000 $725,000

7

4.61

11

14

8

Coldbrook Piping -roadworks, substructures, piling

36_New other non-res Construction

$4,317,483 $116,992

34

1.72

19

25

15

Road Closure costs (model as Local govt spending) GEN INFRSTRCTR

432_S/L Other

$150,000 $252,847

1

3.12

1

1

0

33_Sewer,water contracting 369_Arch/Engr

$500,000 $113,551

4

1.56

2

3

2

$88,683

12

1.74

7

9

5

$3,863,100 $162,548

22

2.31

17

22

13

$382,900 $82,877 $643,195 $139,958

4 5

1.81 1.73

3 3

3 3

2 2

Arch & Engr,Envir/Permitting Management fees _admin & supervsn

381_Mngmnt of Companies

Misc. admin . Expenses VT distributors PROMOTER CONTRIB TO PROJECT COSTS

384_Office Admin srvcs 319_Wholesale Trade

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

$576,380 $116,992

$0

$1,104,000

Page

18

Construction-related Impacts

On Mountain Snow Making upgrades, pipe installations, road works POWER STATION UPGRADES AND RELATED COSTS

33_Sewer,water contracting 39_M&R construct nonres

$2,400,000 $113,551

21

1.56

11

14

8

$3,600,000 $105,011

32

1.64

17

22

13

$500,000 $113,551

4

1.56

2

3

2

$1,000,000 $105,011

9

1.64

5

6

4

17

1.19

7

9

5

146

186

111

27 33 206

35 41 262

21 25 156

RESORT ENHANCEMENT COSTS Trail work, parking lot grading & improvements, building improvements, & other general improvements to the resort.

infrastructure (25%) 33_Sewer,water contracting repair & maintenance construction(50%) 39_M&R construct nonres trail work (25%) 19_Support activities Agr& Forestry

$500,000

$28,713

Annual Job impacts in VT = ….in rest of Northeast = ….in rest of U.S.= All of U.S.

 The restatement of Vermont transactions into first-round jobs incorporates the sector-specific Output deflators from IMPLAN to move from a 2012 dollar to the 2010 dollar basis the database is calibrated upon.

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page

19

Construction-related Impacts

Job Impacts from combined Development Phases The schedule of resulting job impacts from both the Carinthia Lodge development and the West Lake reservoir project is as follows for the overall 2+ years of construction. Note: the job impacts below preserve the exclusion of first-round construction labor positions for the Carinthia Lodge.

ALL Development REGION

yr1

yr2

yr3

VT

280

446

111

REST OF NO'EAST

43

66

21

rest of U.S. All regions

48 371

72 584

25 157

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page 20

Conclusions

4

CONCLUSIONS The proposed Carinthia Ski Lodge and the West Lake snowmaking Reservoir projects is expected to attract additional visitors to the Mount Snow resort and the surrounding region. An examination of the first two years operating the new facilities (vis a vis visitor-spending levels on-resort) as well as the 2-3 year development phases will generate significant employment impacts – for the 4county southern Vermont region as a result of visitor-spending, and for the state as a whole during the construction interval. Phase ==> Study Region =>

Operations 4-county Southern VT* Year 1

Visitor spending, mil.$2012 Construction Budget,mil. 2012$ (VT purchases)** direct Jobs non-direct Jobs Job impacts in Study Region rest of Vermont rest of Northeast rest of U.S. All Regions_Job Impact

$

Development Phase State of Vermont Ski Lodge Snowmaking Reservoir^ 2 Years 3 Years

Year 2 4.98 $

not applicable 148 148 1 not applicable not applicable 149

5.16

not applicable 154 154 1 not applicable not applicable 155

$27.6 (79%) not applicable 393 393 not applicable 48 47 488

$37.6 (80%) not applicable 443 443 not applicable 82 99 624

* includes Windham, Windsor, Rutland, and Bennington counties ** excludes land contribution, and working capital ^Development phase non-direct job impacts in southern VT region include contracted Construction laborers on-site for the West Lake Reservoir project Source: IMPLAN multi-region impact model

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

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Appendix 1

Appendix 1: Firm Overview Economic Development Research Group, Inc. (EDR Group)

is a consulting firm focusing specifically on applying state-of-the-art tools and techniques for evaluating economic development performance, impacts and opportunities. The firm was started in 1996 by a core group of economists and planners who are specialists in models and tools for evaluating impacts of infrastructure, technology workforce and natural resources on economic development opportunities. Glen Weisbrod, President of EDR Group, is a former board member of the Council for Urban Economic Development, now IEDC. Lisa Petraglia, Director of Economic Research since joining the firm in 2000, previously spent 8 years with REMI as head of Technical Client Consulting. EDR Group provides both consulting advisory services and full-scale research projects for public and private agencies throughout North America as well as in Europe, Asia and Africa. Our work focuses on three issues:  Economic Impact Analysis -- How can my project/program affect economic growth & attraction? …How can I best target my efforts?  Market / Strategy Analysis -- How will I be affected by changes in the economy? …What should I do to respond to them?  Benefit / Cost Analysis -- What will be the economic benefits & costs of my project / program? …What should I do to maximize net value? The economic development work of EDR Group is organized in terms of five areas: (1) Forecasting economic change and needs, (2) Opportunities assessment, (3) Strategy development, (4) Benefit-cost analysis, and (5) Program evaluation. Our firm’s work and clients have been nationally recognized for project excellence, including a 2005 recognition award by the International Economic Development Council, a 2002 award by the Northeast Economic Developers Association and a 2000 award by the Government Research Association.

Mail.

Economic Development Research Group, Inc. 155 Federal Street, 6th Floor, Boston, MA 02110 Web. www.edrgroup.com Email. [email protected] Tel 1.617.338.6775 Fax. 1.617.338.1174

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Appendix 1

Economic Impact Modeling Staff Experience Note: Economic Development Research Group is certified as a national expert in economic impact modeling for the IMPLAN Model (http://www.implan.com/ ConsultantsList/Default.asp or call the staff of IMPLAN at 651-439-4421) and also for the REMI Model (see http://www.remi.com/Consulting/consulting.html or call the staff of REMI at 413-549-1169). The firm is also expert at using the RIMS-II model (you can call their staff at 202-606-5343 to confirm our expertise though they do not formally published a list of experts). Arizona California

Colorado Connecticut Delaware Florida Georgia

Iowa Illinois

Indiana Kentucky

IMPLAN model of impacts of airports and aviation industries IMPLAN model of economic impact of high speed rail REMI model of impacts of LA regional transportation program, also electric utility merger RIMS-II model of impacts of electric utility merger IMPLAN model of statewide airport impacts IMPLAN model of regional economic development impacts of utility rates IMPLAN model of impact of casino REMI model of Solar-energy adoption IMPLAN model of impacts of new highway development REMI model of impacts of building moratorium REMI model of HSGT alternatives Atlanta-Chattanooga IMPLAN model of impact of industrial development IMPLAN model for 28 county regional impact of Airport REMI model of impacts of energy policies REMI model of impacts of railroad industry & urban renewal scenarios IMPLAN model of impacts of Performing Arts College IMPLAN model of impacts of METRA New START investments REMI model of impacts of transportation, tourism and business attraction REMI model of impacts of transportation, tourism and business attraction IMPLAN model of impact of industrial infrastructure development IMPLAN model of impacts from Natural Gas Mining activities

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Appendix 1

Louisiana

REMI model of impacts of transportation, tourism and business attraction; RIMS-II critical review of impact reports on behalf of Bureau of Governmental Research (BGR) in New Orleans REMI model of impacts of proposed civic / convention center Maine IMPLAN model for impacts of rail service Maryland IMPLAN model of impact of public infrastructure projects Massachusetts REMI models of impacts of highway, Clean Air Act, and Boston Harbor Cleanup Project, RGGI (advisory) IMPLAN model of impacts of Logan International Airport IMPLAN model of impacts of Boston’s MFA expansion IMPLAN model for impacts of an office/industrial park and resort IMPLAN model of impacts of developing Biomass-fired energy generation RIMS-II models of impact of airports (statewide) and community health centers (statewide) IMPLAN model of Visitor-spending at BCEC and Hynes Convention Centers IMPLAN model of Impacts of the Clark Art Institute Expansion Michigan IMPLAN model of impacts of airports (statewide) REMI model of impacts of gas pipeline REMI model of MDOT’s 5-Year Plan(s) through UMI New Jersey IMPLAN model analyses for Health Care Institute of NJ (HINJ) and Bio-Tech Council of NJ (BCNJ) New York State IMPLAN model of impacts of airports in North Country, also industrial infrastructure REMI model of impacts of army base and economic diversification RIMS-II model of impact of Lincoln Center IMPLAN model of impacts from NYSERDA Main-tier RPS contracts IMPLAN model of impact of public infrastructure Northeast US PC/I-O model of impacts of high speed rail Oregon IMPLAN model of impacts for 90 airports IMPLAN model for statewide impacts of air cargo Pennsylvania IMPLAN model of impacts from proposed expansion of the PA Convention Center IMPLAN model of impacts of cultural-leisure Tourism to the Greater Philadelphia Region IMPLAN model of impact of industrial park development & expansion of Philadelphia’s Free Library IMPLAN model of impacts of Delaware River Ports Infrastructure

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

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Appendix 1

Rhode Island S. Carolina Tennessee Texas Vermont

Virginia West Virginia Wisconsin

Appalachia New England Mid-Atlantic National

Scotland

REMI models of impacts of transit system and highway improvements IMPLAN model of impacts from Natural Gas Mining activities IMPLAN model of terminal/runway expansion at PHL IMPLAN model of impacts of airport expansion IMPLAN model of impact of industrial infrastructure investment IMPLAN model of impact of Nashville Airport; also sewer, water and industrial parks REMI model of San Antonio Municipal Utility energyefficiency program REMI model to project scenarios for aviation planning IMPLAN model of impacts of aviation statewide IMPLAN model and RIMS II analysis of Jay Peak master plan projects IMPLAN model of impact of highway, also impact of industrial infrastructure investment and airport impacts IMPLAN model of impacts from Natural Gas Mining activities IMPLAN model of impacts from Natural Gas Mining activities IMPLAN model of impact of GA and commercial airports (statewide) REMI model of impacts of highways, tourism, and energyefficiency programs IMPLAN model to evaluate exports REMI modeling of Proposed state-level energy-efficiency ramp-up policies. REMI modeling for RGGI; for Low-carbon fuel standard development IMPLAN-based toolkit to evaluate Scenic Byways Tourism Economic Impacts REMI model of Clear Skies Proposal / Carper Amendment REMI modeling of Eastern Canadian Provinces Multi-fuel Efficiency Policies Scottish I-O model of economic impacts of Glasgow airport

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

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Appendix 2

Appendix 2: Carinthia Projects Group 1 Business Plan Core data into the business plan and financial statements were provided by Mount Snow Resort. Financial statements were prepared by K. Douglas Hulme, Chartered Accountant, Rapid USA Visas of Naples, FL. Selected data from the business plan are included in the following pages.

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page 26

Appendix 2

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page

27

Appendix 3: IMPLAN Type SAM Employment Multiplier Data 3-digit NAICS Aggregation, 2010 Employment Multipliers

Copyright 2012 Minnesota IMPLAN Group, Inc.

IMPLAN ID 1 12 15 17 19 20 21 28 31 34 41 70 75 86 92 95 104 113

Description Aggregated sectors 111 Crop Farming 112 Livestock 113 Forestry & Logging 114 Fishing- Hunting & Trapping 115 Ag & Forestry Svcs 211 Oil & gas extraction 212 Mining 213 Mining services 221 Utilities 230 Construction 311 Food products 312 Beverage & Tobacco 313 Textile Mills 314 Textile Products 316 Leather & Allied 321 Wood Products 322 Paper Manufacturing 323 Printing & Related

115

324 Petroleum & coal prod

120 142 153 170 181 203 234 259 276 295 305 319 320 321 322 323 324 325 326

325 Chemical Manufacturing 326 Plastics & rubber prod 327 Nonmetal mineral prod 331 Primary metal mfg 332 Fabricated metal prod 333 Machinery Mfg 334 Computer & oth electron 335 Electircal eqpt & appliances 336 Transportation eqpmt 337 Furniture & related prod 339 Miscellaneous mfg 42 Wholesale Trade 441 Motor veh & parts dealers 442 Furniture & home furnishings 443 Electronics & appliances stores 444 Bldg materials & garden dealers 445 food & beverage stores 446 Health & personal care stores 447 Gasoline stations

Type SAM Employment Multiplier 4County rest of U.S. Souther rest of Northea n VT VT st 1.703 2.258 1.627 2.598 1.269 1.483 1.352 2.760 1.782 2.295 2.147 3.016 1.351 1.390 1.660 1.777 1.255 1.173 1.324 1.473 1.597 1.598 3.163 3.244 1.817 1.698 2.087 3.590 6.296 7.436 2.272 3.809 2.243 2.633 2.898 4.300 1.668 1.792 1.993 2.659 3.657 4.223 3.258 8.148 2.551 2.858 5.728 9.600 1.494 1.568 2.018 3.200 1.425 1.633 2.257 2.809 1.489 1.691 1.912 2.618 2.033 2.690 2.325 3.385 3.601 4.035 3.992 6.689 1.613 1.826 2.069 2.852 30.74 3.650 3.571 6.669 1 12.68 3.217 3.991 5.785 3 1.845 1.950 2.309 3.862 2.004 2.067 2.577 3.992 4.656 5.056 4.312 7.189 1.812 2.152 2.281 3.464 1.884 2.121 2.716 4.710 2.133 3.102 3.925 6.684 2.082 2.046 2.670 4.373 2.277 2.115 2.829 6.118 1.724 1.688 2.026 2.982 1.841 1.962 2.329 3.329 1.675 1.827 2.142 2.573 1.644 1.750 1.814 2.234 1.476 1.528 1.622 1.902 1.582 1.679 1.797 2.222 1.486 1.547 1.577 1.834 1.295 1.337 1.362 1.583 1.474 1.517 1.565 1.841 1.360 1.402 1.510 1.713

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page 28

327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 346 348 350 351 352 353 354 355 356 357 359 360 362 366 367 381 382 390 391 394 397 398 399 402 406 407 411 413 414

448 Clothing & accessories stores 451 Sports- hobby- book & music stores 452 General merch stores 453 Misc retailers 454 Non-store retailers 481 Air transportation 482 Rail Transportation 483 Water transportation 484 Truck transportation 485 Transit & ground passengers 486 Pipeline transportation 487 Sightseeing transportation 492 Couriers & messengers 493 Warehousing & storage 511 Publishing industries 512 Motion picture & sound recording 515 Broadcasting 516 Internet publishing and broadcasting 517 Telecommunications 518 Internet & data process svcs 519 Other information services 521 Monetary authorities 522 Credit inmediation & related 523 Securities & other financial 524 Insurance carriers & related 525 Funds- trusts & other finan 531 Real estate 532 Rental & leasing svcs 533 Lessor of nonfinance intang assets 541 Professional- scientific & tech svcs 551 Management of companies 561 Admin support svcs 562 Waste mgmt & remediation svcs 611 Educational svcs 621 Ambulatory health care 622 Hospitals 623 Nursing & residential care 624 Social assistance 712 Performing arts & spectator sports 712 Museums & similar 713 Amusement- gambling & recreation 721 Accomodations 722 Food svcs & drinking places 811 Repair & maintenance

1.355

1.375

1.479

1.654

1.276 1.271 1.206 1.475 2.266 2.662 2.856 1.803 1.237 0.000 1.702 1.493 1.496 2.313

1.329 1.332 1.275 1.531 2.403 2.939 3.828 1.964 1.241 4.071 1.881 1.433 1.502 2.187

1.358 1.342 1.390 1.598 2.813 3.268 4.537 1.922 1.272 4.864 1.983 1.470 1.631 3.530

1.509 1.520 1.525 1.603 4.042 4.703 6.438 2.480 1.451 9.764 2.502 1.776 2.004 4.654

1.616 2.108

1.674 2.590

2.736 4.203

3.260 4.786

1.967 2.946 1.444 1.373 3.327 1.908 2.164 1.596 1.653 1.443 1.533

1.987 3.192 1.689 1.430 3.778 2.125 2.483 2.076 2.040 1.591 1.663

3.134 3.941 2.397 1.774 4.399 2.610 3.450 2.591 5.149 1.795 2.379

6.970

7.881

8.469

4.580 4.974 2.972 2.342 5.481 2.911 3.662 2.915 4.918 2.031 2.912 10.57 5

1.614 2.399 1.340 1.841 1.499 1.685 1.846 1.381 1.229

1.769 2.289 1.363 1.957 1.576 1.811 1.960 1.433 1.278

2.227 2.889 1.531 2.244 1.689 1.917 2.034 1.474 1.353

2.597 3.528 1.712 2.919 1.946 2.452 2.582 1.671 1.501

1.339 1.567

1.426 1.589

1.652 1.811

1.891 2.087

1.284 1.532 1.274 1.505

1.300 1.608 1.314 1.580

1.389 1.880 1.371 1.711

1.631 2.145 1.598 2.071

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page 29

419 423 426 427

812 Personal & laundry svcs 813 Religious- grantmaking- & similar orgs 814 Private households 92 Government & non NAICs

1.524

1.634

1.715

2.044

1.645 1.064 1.470

1.800 1.060 1.550

1.988 1.121 1.641

2.387 1.124 1.945

Job Impacts from Carinthia Group Projects at Mt. Snow, November 2012

Page 30

EXHIBIT 14 MEMORANDUM OF UNDERSTANDING - VERMONT REGIONAL CENTER

MEMORANDUM OF UNDERSTANDING BETWEEN STATE OF VERMONT AGENCY OF COMMERCE AND COMMUNITY DEVELOPMENT AND CARINTHIA GROUP I and 2, L.P. This Memorandum of Understanding (“Agreement”) is made and entered into, by and between: State of Vermont Agency of Commerce and Community Development, and its successors and assigns (“ACCD”), and

CARINTHIA GROUP I and 2, L.P., limited partnerships organized under the laws of the State of Vermont, and their respective successors and assigns. WHEREAS ACCD, a governmental unit of the State of Vermont, is charged with enhancing the Vermont business climate, marketing Vermont to businesses by facilitating, promoting and creating commercial and business opportunities within Vermont to contribute to the economic viability of and benefit the growth of the state; and, ACCD is an approved and designated Regional Center recognized by the U.S. Department of Homeland Security (“DHS”), U.S. Citizenship and Immigration Services (“USCIS”) in accordance with the Immigrant Investor Pilot Program pursuant to section 203(b)(5) of the Immigration and Nationality Act, as amended, the Departments of Commerce, Justice and State, the Judiciary, and Related Agencies Appropriations Act of 1993, Pub. L. No. 102-395, section 610, as amended, and all applicable regulations promulgated thereunder, (collectively, the “Pilot Program law”); and, Initial designation as a Regional Center was made in a letter dated June 26, 1997, to Howard Dean, M.D., Governor of the State of Vermont from legacy U.S. Immigration and Naturalization Service (INS), informing him of the ACCD’s appointment as a Regional Center; reaffirmation of ACCD’s Regional Center was given by USCIS in a letter dated June 11, 2007 to Kevin L. Dorn, secretary of ACCD; and the ACCD Regional Center designation was amended and approved for EB-5 investment across a wider range of business sectors by USCIS in a letter dated October 6, 2009 to Kevin L. Dorn, secretary of ACCD; and, CARINTHIA GROUP I and 2, L.P. is organized for the purpose of creating related, intertwined and successive EB-5, Alien Entrepreneur investment project within the ACCD Regional Center and managing and operating these investment project in conformance with 8 U.S.C.§ 1153 (b)(5)(A) -

CARINTHIA GROUP I and 2, L.P. July 2014 (D); INA § 203 (b)(5)(A) - (D) of the Immigration & Nationality Act (the "Act") and the Pilot Program law; and, CARINTHIA GROUP I and 2, L.P. has contracted with Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. , Attorneys-at-Law, for legal counsel regarding compliance with U.S. immigration and nationality law as it relates to EB-5, Alien Entrepreneur investment project and to Regional Center Pilot Programs, and for the purpose of advising upon all immigration matters in connection with such a project; and, Pursuant to its responsibilities and obligations as a USCIS approved and designated Regional Center within the Immigrant Investor Pilot Program, ACCD desires to obtain assistance in the planning and management of the CARINTHIA GROUP I and 2, L.P. EB-5, Alien Entrepreneur investment project within ACCD’s Regional Center and to assure the project’ compliance with U.S. immigration laws and regulations, as well as all applicable federal and state securities laws and regulations, concerning investments within a regional center in the EB-5 visa preference category and, thereby, to have greater assurance of its compliance with regional center requirements; and, ACCD and CARINTHIA GROUP I and 2, L.P. desire an arrangement whereby CARINTHIA GROUP I and 2, L.P. with the on-going benefit of legal counsel will, together with the periodic concurrence of the ACCD’s designated Regional Center monitoring official, assist with the oversight, administration, management and overall compliance of the CARINTHIA GROUP I and 2, L.P. project with legal and regulatory requirements, and CARINTHIA GROUP I, L.P. will formally report to ACCD in writing not less than every three (3) months upon the activities of the project and respond to any ongoing ACCD inquiries about the project and assist ACCD to comply with its obligations as a USCIS approved and designated regional center with respect to the project. NOW, THEREFORE, in consideration of the mutual agreements, and representations set forth herein, the parties agree as follows: 1. ACCD will promptly request that USCIS acknowledge ACCD’s designation of Patricia Moulton, Secretary of the Agency of Commerce and Community Development as the principal representative of ACCD in its capacity as a Regional Center. 2. ACCD will promptly request that USCIS acknowledge ACCD’s designation of John Kessler, General Counsel for the Agency of Commerce and Community Development and Brent Raymond of the Agency of Commerce and Community Development as the principal administrators of the Regional Center. 3. ACCD will promptly request that USCIS acknowledge ACCD’s designation of CARINTHIA GROUP I, L.P. to assist in the management, administration and overall compliance of the Alien Entrepreneur project organized by CARINTHIA GROUP I and 2, L.P. within ACCD’s Regional Center with U.S. immigration laws and regulations, as well as all applicable federal and state securities laws and regulations, controlling the investment process and participation in a regional center, and to report upon the activities of the project to ACCD and respond to ACCD inquiries about the project and assist ACCD to comply with its obligations as a regional center with respect to the project;

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CARINTHIA GROUP I and 2, L.P. July 2014 4. CARINTHIA GROUP I and 2, L.P. will provide support to ACCD including, but not limited to, providing investment-related and supporting documentation to prospective investors, supplying economic analysis and modeling reports on direct and indirect job creation, defining investment opportunities within the CARINTHIA GROUP I and 2, L.P. project, and assisting ACCD to comply with relevant regulatory or administrative requirements in support of individual petitions filed with USCIS by immigrant investors affiliated with the CARINTHIA GROUP I, L.P. project, such as providing area maps, valid unemployment data, general economic data and demographics concerning the geographic area covered by the CARINTHIA GROUP I and 2, L.P. project. 5. CARINTHIA GROUP I and 2, L.P. will further support ACCD’s compliance with regional center requirements by providing on a quarterly basis formal written progress reports on its activities, overseas meetings and other relevant efforts to promote investment in the CARINTHIA GROUP I and 2, L.P. project through the EB-5 Alien Entrepreneur Regional Center Pilot Program. The Quarterly reports will set forth for the preceding quarter and year-to-date the number of investors, the status of alien investor capital (in escrow, transfers from escrow to the limited partnership) and activity of the limited partnership in furtherance of the project. The reports will also contain information distinguishing Investor Petitions “in preparation”, “filed with USCIS,” “approved by USCIS,” “denied by USCIS,” or “filed with the USCIS office of Administrative Appeals.” 6. CARINTHIA GROUP I and 2, L.P. will support the purpose and goals of ACCD’s Regional Center by encouraging investment and employment creation within the Regional Center through marketing at emigration fairs and conferences with individual investors outside the United States; maintaining a website to promote and describe the project; preparing a desirable business plan to encourage individual investments in the project within the Regional Center; establishing escrow accounts to assist orderly investment in the project; facilitating, on a fee basis, the preparation and submission of the I-526, Alien Entrepreneur petition and petitions for other immigration benefits to USCIS or the Department of State for individual investors; providing the primary entity and related entities to carry out the activities of the project; structuring the enterprise so that it creates requisite employment prior to the investors seeking removal of conditions; seeing to the timely completion and opening of the project; providing operating expertise and personnel to operate the project efficiently; and, if requested by individual investors, making referrals to advisors who may assist with issues arising from relocation by the investor and the investor’s spouse and children to the United States. 7. CARINTHIA GROUP I and 2, L.P. agrees to promote investment in its project and to perform its obligations under this Agreement honestly, consistently and fairly in furtherance of its efforts to assist ACCD with the oversight and management of the Regional Center in connection with CARINTHIA GROUP I and 2, L.P..

8. CARINTHIA GROUP I and 2, L.P. will act in an independent capacity and not as officers or employees of ACCD or the State of Vermont. CARINTHIA GROUP I and 2, L.P.

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CARINTHIA GROUP I and 2, L.P. July 2014 shall indemnify, defend, and hold harmless ACCD, the State of Vermont and its officers and employees from liability and any claims, suits, judgments, and damages arising as a result of CARINTHIA GROUP I and 2, L.P. acts and/or omissions performed under this Agreement. 9. CARINTHIA GROUP I and 2, L.P. will pay to ACCD an administrative fee of $1,500.00 for each investor to support administration of the EB-5 Regional Center program. The fee established under 10 V.S.A. § 21 authorizes the ACCD Secretary to assess an administrative charge to support the operations of the ACCD Regional Center and to cover the costs of providing specialized services in support of participating economic development project. The fee will be due and payable to ACCD on a quarterly basis with the amount of the fee owed being determined by the number of investors whose I-526 Petitions have been approved by USCIS for investment in the EB-5 project. 10. CARINTHIA GROUP I and 2, L.P., and its owners, principals and directors, will disclose, in connection with any business they have owned or directed, any and all previous bankruptcy or insolvency proceedings under the federal bankruptcy code or any other similar applicable federal or state law, consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee or other similar official, or the making by it of an assignment for the benefit of creditors generally, or the admission by it in writing of its inability to pay its debts as they become due; 11. CARINTHIA GROUP I and 2, L.P.’s owners, principals and directors will disclose any and all personal bankruptcy or insolvency proceedings anywhere in the world; 12. CARINTHIA GROUP I and 2, L.P. , and its owners, principals and directors, will disclose any and all civil or criminal securities investigations or findings by the SEC, and by any federal or state government in any country; 13. CARINTHIA GROUP I and 2, L.P. affirms that its owners, principals and directors will disclose any and all criminal convictions or criminal proceedings, judgments or plea bargains, in and with any tribunal anywhere in the world, even if such charges or convictions were dismissed, pardoned, expunged, nullified or retroactively extinguished, as well as any and all allegations of fraud or tax evasion by any tribunal in the world even if these allegations were not prosecuted, or were dismissed or eventually expunged or pardoned or subject to any clemency. 14. CARINTHIA GROUP I and 2, L.P. affirms that its owners, principals and directors will disclose any tax liens, judgments or past due tax liabilities against themselves or against any businesses in the United States that they have owned, operated or directed. 15. CARINTHIA GROUP I and 2, L.P. affirms that its owners, principals and directors will disclose any and all pending civil litigation, lawsuits or arbitration proceedings where CARINTHIA GROUP I and 2, L.P. and or its owners, principals and directors are named as parties anywhere in the world.

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CARINTHIA GROUP I and 2, L.P. July 2014 16. CARINTHIA GROUP I and 2, L.P. assents to provide to the Vermont Regional Center, upon request, copies of any payment or legal services agreements with any and all law firms or attorneys receiving fees from CARINTHIA GROUP I and 2, L.P. or a related entity in connection with the offering and with advising CARINTHIA GROUP I and 2, L.P. on immigration-related or related suitability or legal issues for any prospective investors.

17. This Agreement shall be governed by the laws of the State of Vermont. 18. This Agreement may be modified by written consent of the parties. 19. This Agreement may be cancelled by ACCD by notifying CARINTHIA GROUP I and 2, L.P. in writing for reasons including but not limited to the following: (a) Harm to the Vermont brand as determined by ACCD in consultation with the State’s Chief Marketing Officer; (b) Material misrepresentation by CARINTHIA GROUP I and 2, L.P. that causes ACCD to lose confidence in the CARINTHIA GROUP I and 2, L.P. EB-5 project or one or more of its principals; (c) Non-compliance with laws, rules or regulations of USCIS or the US Securities and Exchange Commission, including provisions in the JOBS Act regarding using the internet for general solicitations in private offerings, or non-compliance with any applicable local laws in a country where an offering is marketed and sold to investors; (d) Non-compliance with state laws, rules or regulations governing securities and investments otherwise known as “blue sky laws”; (e) Any false or misleading assertions to any prospective investors about the at-risk nature of an EB-5 investment or about the Issuer’s offering; (f) Failure to control agents and brokers or migration agents sourcing investors abroad for misstatements or misleading information with respect to the terms or expected financial performance of an investment, or about an investor’s ability to secure a green card; (g) Violation of state “blue sky laws” in conducting United States based marketing and promotional activities within the United States; (h) Payment of finder’s fees to individuals or entities sourcing EB-5 investors within the United States where those individuals or entities do not possess required federal and/or state registrations necessary for the promotion and recommendation of securities to investors;

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CARINTHIA GROUP I and 2, L.P. July 2014 (i) Non-compliance with or violation of provisions of the Foreign Corrupt Practices Act (FCPA) in conducting marketing and promotional activities outside the United States in connection with any EB-5 offering, or in connection with hiring or engaging third-parties involved in sourcing investors; (j) Failure to timely submit to ACCD any reports, certifications or other required submissions made a condition of this MOU; (k) Failure to timely submit to ACCD any requests for information or records requested by ACCD reasonably related to ACCD’s responsibilities under this MOU or connected with its duties as a USCIS approved EB-5 Regional Center; or (l) Failure to comply with any of the terms or conditions of this MOU. (m) Failure to furnish the Vermont Regional center with any documents requested within 15 business days to confirm compliance with any US federal and state laws. 20. Certificate of Compliance. CARINTHIA GROUP I and 2, L.P. covenants that it will file with ACCD every six (6) month period from date of execution, a certificate of CARINTHIA GROUP I and 2, L.P., signed by the Authorized Representative, confirming: (a) CARINTHIA GROUP I and 2, L.P. has made a review of its activities during the preceding six (6) months for the purpose of determining whether or not the CARINTHIA GROUP I and 2, L.P. has complied with all of the terms, provisions and conditions of the Memorandum of Understanding; (b) CARINTHIA GROUP I and 2, L.P. has maintained, observed, performed and fulfilled each and every covenant, provision and condition of the Memorandum of Understanding on its part to be performed; and (c) CARINTHIA GROUP I and 2, L.P. is not in default in the performance or observance of any of the covenants, provisions or conditions of the Memorandum of Understanding, or if CARINTHIA GROUP I and 2, L.P. shall be in default, such certificate shall specify all such defaults, the nature thereof and a detailed plan for curing the default. 21. Payment of Fees and Expenses. CARINTHIA GROUP I and 2, L.P. shall pay the following within thirty (30) days after receipt of a bill therefore: All fees and expenses, including attorneys’ fees, of the ACCD for any extraordinary services rendered by it under the Memorandum of Understanding. All such fees and expenses are to be paid directly to the ACCD as and when such fees and expenses become due and payable, and All other reasonable fees and expenses incurred in connection with the issuance and responsibilities to be performed under the Memorandum of Understanding, enforcing any

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CARINTHIA GROUP I and 2, L.P. July 2014 obligation of CARINTHIA GROUP I, L.P. under the Memorandum of Understanding or any related agreement entered into by CARINTHIA GROUP I, L.P., taking any action required or permitted by the Memorandum of Understanding, as well as the reasonable costs and expenses of defending against any claim or liability arising out of or relating to the Memorandum of Understanding. 22. Independence, Liability. CARINTHIA GROUP I and 2, L.P. will act in an independent capacity and not as officers or employees of the State. CARINTHIA GROUP I and 2, L.P. shall defend the State and its officers and employees against all claims or suits arising in whole or in part from any act or omission of CARINTHIA GROUP I, L.P. or of any agent of CARINTHIA GROUP I, L.P., including but not limited to, those arising or resulting from: (a) any USCIS or United States Securities and Exchange Commission violations; (b) A violation of any agreement, warranty, covenant or condition of CARINTHIA GROUP I and 2, L.P. investor offering materials or any other agreement executed in connection with the Alien Entrepreneur project; (c) A violation of any contract, agreement or restriction by CARINTHIA GROUP I and 2, L.P. relating to its property; (d) A violation of any international, federal, state or municipal law, ordinance, rules, regulation or court order affecting CARINTHIA GROUP I and 2, L.P., the Alien Entrepreneur project, its property or use of EB-5 investor proceeds, or any other investor proceeds thereof; and (e) Any statement or information concerning CARINTHIA GROUP I and 2, L.P., any of its officers and members, its operations or financial condition generally or any facilities contained in any offering memorandum, official statement or supplement or amendment thereto furnished to ACCD or an investor(s), that is untrue or incorrect in any material respect, and any omission from such official statement or any statement or information which should be contained therein for the purpose for which the same is to be used or which is necessary to make the statements therein concerning CARINTHIA GROUP I and 2, L.P., any of its officers and members and any facilities not misleading in any material respect. The State shall notify CARINTHIA GROUP I and 2, L.P. in the event of any such claim or suit, and CARINTHIA GROUP I and 2, L.P. shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. After a final judgment or settlement CARINTHIA GROUP I and 2, L.P. may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. CARINTHIA GROUP I and 2, L.P. shall be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of CARINTHIA GROUP I and 2, L.P.

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CARINTHIA GROUP I and 2, L.P. July 2014

CARINTHIA GROUP I and 2, L.P. shall indemnify the State and its officers and employees in the event that the State, its officers or employees become legally obligated to pay any damages or losses arising from any act or omission of CARINTHIA GROUP I and 2, L.P. 23. Maintenance of Corporate Existence and Qualification. CARINTHIA GROUP I and 2, L.P. agrees that as long as the Alien Entrepreneur project is in existence and owes any investor it will maintain its existence, will not dissolve, liquidate or otherwise dispose of all or substantially all of its assets, and will not consolidate with, allow itself to be acquired or merge into another corporation or permit one or more other corporations to consolidate with or merge into it without the prior written approval of ACCD. ACCD will notify USCIS in writing within thirty (30) days of any change in the designation of the principal representative of ACCD or the principal administrator to ACCD or any significant change in or the termination of this Agreement with CARINTHIA GROUP I and 2, L.P. In the event of cancellation of this Agreement, ACCD will provide USCIS a clear explanation as to how services and responsibilities of CARINTHIA GROUP I and 2, L.P. hereunder will be performed, and by whom, without interruption to the functioning of the Regional Center in connection with the CARINTHIA GROUP I and 2, L.P. project or any affected alien investor in the CARINTHIA GROUP I and 2, L.P. project.

24. Notices given hereunder shall be in writing and delivered by courier or by U.S. mail to: For ACCD: The ACCD Secretary or ACCD General Counsel National Life Building, Drawer 20 Montpelier, VT 05620-0501

For CARINTHIA GROUP I and 2, L.P.: Mount Snow GP Services, General Partner Richard Deutsch PO Box 2805 89 Grand Summit Way West Dover, VT 05356

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EXHIBIT 15 FORM OF GROUND LEASE BETWEEN MOUNT SNOW LTD. AND CARINTHIA SKI LODGE LLC

Ground Lease Agreement (Carinthia) This Ground Lease Agreement is entered into by and between Mount Snow Ltd., a Vermont corporation having an address of 39 Mountain Road, West Dover, VT 05356 (“Ground Lessor”) and Carinthia Ski Lodge LLC, a Vermont limited liability company with an address of 89 Grand Summit Way, West Dover, VT 05356 (“Ground Lessee”) (referred to herein as the “Lease”). 1. Definitions: As used in this Agreement, the following terms have the following meanings: A. Rent: The amount of rent described in Section 10. B. Commencement Date: The date that this Lease is executed. C. Impositions: All taxes (including real estate, sales, use and occupancy taxes), assessments, permit fees and other charges and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever (including all interest and penalties thereon), which shall or may during the Term of this Lease be assessed, levied, charged, confirmed or imposed upon or become payable out of or become a lien on the Premises or any part thereof or for any use or occupation of the Premises, this transaction or any documents to which Ground Lessee is a party, creating or transforming an interest or estate in the Premises. D. Improvements: The buildings, structures, and other improvements currently comprising the Carinthia Base Lodge (the “Existing Lodge”) as shown on the site plan attached hereto as Exhibit A-1 and by this reference made a part hereof, owned by Ground Lessor, and comprising a part of the Resort (defined below) and any and all other improvements, parking, equipment and machinery, hereafter constructed, erected or located on the Premises by or on behalf of the Ground Lessee, including but not limited to the Carinthia Ski Lodge (as hereafter defined). E. Legal Requirements: All laws, statutes, codes, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits or licenses which now or at any time hereafter may be applicable to the Premises or any part thereof, or any use or condition of the Premises or any part thereof. F. Premises: The demised land and rights related thereto as further described in Section 2. G. Resort: The Resort shall mean the approximately 2,451-acre ski and snowboarding resort located at located at 39 Mount Snow Road, West Dover, Vermont 05356 and commonly known as “Mount Snow.” 2. Premises. On and subject to the terms and conditions set forth in this Lease, Ground Lessor hereby demises and lets to Ground Lessee for the Term hereinafter described, the “Premises”, which shall be comprised of (i) the real property located in the Town of West

Dover, State of Vermont, as more particularly described in Exhibit A attached hereto and incorporated herein by reference on which the Existing Lodge is located (the "Land"); (ii) the Existing Lodge and any and all other buildings or structures existing on the Land; (iii) the new ski lodge to be constructed on the Land by Ground Lessee, as herein provided, and all other Improvements hereafter located or constructed on the Land; and (iv) rights in and to the Common Area as hereafter defined. 3. Parking Area. The Ground Lessee and its subtenant(s) and guests and Ground Lessor and its subtenant(s) and guests shall have the non-exclusive right to use of the parking areas located on the Premises and serving the Premises and the Resort. Ground Lessee agrees that it shall not use or permit use of such parking facilities except solely as an appurtenance to use of the Premises as a ski lodge and consistent with Ground Lessee’s use and activities permitted under this Lease, and with Ground Lessor’s operation of the Resort. Ground Lessee and its subtenant(s) and guests shall also have the right to park on portions of the Resort owned and retained by Ground Lessor, adjacent or in close proximity to the Premises, to be determined by Ground Lessor in its sole discretion. 4. Common Areas. Subject to all covenants, conditions, restrictions, reservations, encumbrances, rights-of-way, public dedications, easements and other matters of record in the Land Records of West Dover, Vermont or the applicable District Environmental Conservation office, Ground Lessor hereby grants to the Ground Lessee, its permitted successors and assigns, and its employees, agents, representatives, vendors, customers and invitees (collectively, "Ground Lessee's Permitted Users"), the nonexclusive right of use, free of charge (except parking or other similar charges for use of Common Areas imposed on all tenants, occupants and invitees), of the Common Areas (as defined below) in common with Ground Lessor, and its employees, agents, representatives, vendors, customers and other invitees and tenants. “Common Areas” shall mean all parking areas, streets, driveways, curb cuts, and sidewalks serving the Resort which Ground Lessor makes available from time to time for the common use and benefit of any tenants and occupants of the Resort and which are not exclusively available for use by a single tenant, occupant, and invitees including, without limitation, (i) ingress and egress ways to and from the Premises and the Town Highway and from the interior roadways within the Resort, (ii) utilities and connections thereto serving the Premises, (iii) general parking areas, garages and lots, and also including areas designed for “commercial” vehicles as may be available and in accordance with applicable law, (iv) other roads and access ways, exit ways and loading docks, (v) walkways, sidewalks, landscaped and planted areas located on, for the benefit, or serving the Premises, and (vi) all sidewalks, terraces, walkways, and any other connecting passageways for access to the Premises. Ground Lessee shall promptly repair, at its sole cost and expense, any damage caused by Ground Lessee, or any of its Permitted Users, to the Common Areas, or any part thereof. 5. Ground Lessor's Use the Resort. Nothing contained in this Lease shall limit the ability of Ground Lessor, or its employees, agents, invitees, guests, staff, prospects, licensees, lessees, and customers from using the Resort for all lawful purposes. Without limiting the generality of the foregoing, nothing contained in this Lease shall limit the ability of Ground Lessee to construct, install, lay, re-lay, operate, restore, repair, use and maintain: (i) structures, terraces 2

and improvements located or to be located on the Resort, including any area adjacent to the Premises; (ii) roads, walkways, culverts, stormwater drainage works, parking areas, lighting, and directional and sales signage on the Resort; (iii) downhill skiing, snowboarding, snowshoe and hiking trails, golf and other recreational facilities and trails in existing locations on the Premises, if any, whether owned, constructed or leased by or to Ground Lessor, and in other locations that may be established in the future by Ground Lessor in its sole discretion; (iv) landscaping and gardens in such locations and in such vegetative varieties as Ground Lessor in its reasonable discretion may determine from time to time; (v) overhead and underground utilities, including without limitation, electricity, water, sewer, telephone and cable utilities, hookups, connections, pipelines, electrical wires, and appurtenant works; and to grant to the appropriate utility service providers such easements as they may reasonably require in connection therewith; and (vi) other structures and works reasonably necessary to effectively operate the Resort. In addition, nothing contained in this Lease shall prohibit Ground Lessor from granting other easements, leases or licenses to use the Resort, or any part thereof, to third parties, subject to the rights of Ground Lessee hereunder. Further, all use of the Resort is subject to Ground Lessor’s right, in its sole discretion, to limit or restrict access to, or charge fees in connection with the usage of, certain portions of the Resort that are part of its systems of ski or snowboarding trails, golf facilities and other recreational or maintenance facilities, provided that such limitations or restrictions do not unreasonably restrict access to and use of the Premises and the Carinthia Ski Lodge. The Resort shall be subject to such reasonable rules and regulations as Ground Lessor may reasonably impose in connection with the health, welfare and safety of the residents and visitors to the Resort, in order to preserve and protect the natural beauty of the Resort, and in connection with the operation by Ground Lessor of the recreational aspects of the Resort, including without limitation ski and snowboarding trails other accommodations and other amenities. 6. Use of the Premises. A. Ground Lessee shall, for the Term of this Lease, continuously use and operate (subject to any casualty or other events of force majeure, temporary closure to complete repairs, holidays, or seasonal operations) the Premises as a ski lodge serving the Resort, open to all invitees, guests, customers, staff, and other users and occupants of the Resort. The Carinthia Ski Lodge may include the following related amenities: restaurants, concessions, ski rentals and other skier services, lift ticket sales, retail stores, medical facilities, convenience stores, entertain areas and other similar amenities offered at ski resorts of comparable size and quality to the Resort. B. In no event shall the Premises be used or operated for any purpose or use that is inconsistent with the customary character of a first-class, family ski resort, which shall include associated restaurant and ski school operations. Ground Lessee agrees not to permit any unlawful or immoral practice to be carried on at or committed in the Premises or the Resort, or a use which would injure the reputation of the Premises, the Resort or the owner of the Resort. Ground Lessee shall not, without Ground Lessor’s prior consent, which may be withheld in Ground Lessor's reasonable discretion: (i) use strobe or flashing or rotating lights visible from outside the Premises or in any signs therefor; 3

(ii) operate any electrical or other device which interferes with or impairs radio, television, microwave, cellular or other broadcasting or reception from or in the Resort; (iii) do or permit anything on or about the Premises that creates any noise, vibration, litter, dust, dirt, odor or other activity which may constitute a public or private nuisance; (iv) do or permit anything in or about the Premises that is obscene, pornographic or which creates a public or private nuisance; (v) use or permit upon the Premises anything that violates the certificates of occupancy issued for the Premises or the Resort; (vi) do or permit anything to be done upon the Premises in any way unreasonably and materially tending to disturb, bother, or annoy any other tenant in the Resort; (vii) offer within all or any part of the Premises any goods or services that Landlord determines, in its sole discretion, to be inconsistent with the image of a first-class, family-oriented ski resort or permit within all or any part of the Premises the display, sale, or rental of any item or thing which, in Landlord’s sole opinion, is pornographic, lewd, vulgar, obscene, graphically violent, or immoral (including, without limitation, any suggestive “adult” newspaper, book, magazine, picture, representation or merchandise of any kind, nude photographs, sexual devices, objects depicting genitalia, and any similar items); (viii) use or permit the Premises to be used for any type of “adult entertainment” including without limitation: allowing topless, bottomless, or bikini-clad individuals, waitresses, or performers, or any type of staged or theatrical dancing, burlesque, modeling, or contests in the Premises, or selling or having “adult” gifts or products, including without limitation: adult videos, movies, peep shows, games, magazines, toys, birth control devices, or other items of a sexual nature in or upon the Premises; (viii) use or permit the Premises to be used for any living quarters or sleeping apartments, except that employees of Ground Lessee and medical response personnel shall be permitted to stay at the Premises as needed for general operations; (ix) use or permit the Premises to be used for an ice skating rink. C. Subject to the terms of this Lease, including Section A above, and except as otherwise provided herein, Ground Lessee shall have the exclusive use of all Improvements now or hereafter erected or located on the Premises by or on behalf of Ground Lessee during the Term of the Lease. 7. Title and Condition. The Premises is demised and let subject to the rights of the Ground Lessor and the state of the title thereof as of the commencement of this Lease, to any state of facts which an accurate survey or physical inspection thereof might show, and to all zoning regulations, 10 V.S.A. Chapter 151 (Act 250) permits, restrictions, easements, rules and ordinances and other laws and regulations now in effect or hereafter adopted by any governmental authority having jurisdiction and to any existing encumbrances, if any, specifically described in Exhibit B attached hereto and incorporated herein (“Encumbrances”). Ground Lessor warrants to Ground Lessee, to Ground Lessor's knowledge, upon which warranty the Ground Lessee relies, that, other than as expressly provided herein, at the time of the execution of this Lease, there are no encumbrances upon title to the Premises that would materially interfere with Ground Lessee’s quiet use and enjoyment thereof. 8. Compliance with Laws and Insurance Requirements; Permits; Utilities. 4

A. Ground Lessee will not do nor permit any act or use which is contrary to any Legal Requirement or insurance requirement set forth in this Lease, or which constitutes a public or private nuisance or waste. Ground Lessee shall not do nor permit any action or use of the Premises that would interfere with or compete with Ground Lessor’s business or operations. B. Ground Lessee shall obtain and maintain all permits and approvals necessary for the use and operation of the Premises, including all Improvements thereon. C. Ground Lessee shall pay all charges for gas, electricity, water, sewer service and other utilities used in the Premises and Improvements thereon during the Term of this Lease, all such utilities to be separately metered and to be obtained by Ground Lessee from the applicable utility company. Ground Lessee also shall be solely responsible for the payment of any connection, tap, hookup or other fee(s) imposed by any governmental authorities or by any utility company to extend, connect or continue utility service to the Premises. 9. Term. Subject to the terms, covenants and conditions herein, Ground Lessee shall have and hold the Premises for a term commencing on the Commencement Date and expiring at midnight on the anniversary of the fiftieth (50th ) calendar year following the Commencement Date unless terminated sooner as hereinafter provided (the “Term”). Upon no less than ninety (90) days written notice prior to Ground Lessor, and no greater than one hundred twenty (120) days prior to the expiration of the original term hereof, Ground Lessee shall have the one time option to extend the original term of this Lease by forty-nine (49) years (the “Extended Term”). In the event Ground Lessee exercises its right to extend the Term as provided in this paragraph 7, any reference in this Lease to the “Term”, the “term of this Lease” or any similar expression shall be deemed to include the Extended Term. 10. Rent. Ground Lessee covenants and agrees to pay to Ground Lessor as Rent for the Premises during the Term of this Lease at the rate of $10.00 per annum, subject to Section 33 of this Lease. 11. Ownership of Improvements. A. Title to any Improvements constructed by Ground Lessee on the Premises after the date of this Lease shall remain the property of Ground Lessee, subject nevertheless to the terms and conditions of this Lease, until the expiration or earlier termination of this Lease. B. Notwithstanding anything to the contrary, subject to any rights of Ground Lessor’s mortgagee, upon the expiration or earlier termination of this Lease, all Improvements then located on the Premises shall, with the Premises, be vacated and surrendered by Ground Lessee to the Ground Lessor in good condition and repair (subject to casualty and ordinary wear and tear) and shall become the property of Ground Lessor, and Ground Lessee agrees to execute and deliver to Ground Lessor such quitclaim deeds, bills of sale, 5

assignments or other instruments of conveyance as the Ground Lessor may deem reasonably necessary to evidence such transfer of title to Ground Lessor. 12. Net Lease. This is a “net lease” and Ground Lessor shall not be required to provide any utilities, services or do any acts in connection with the Premises except as specifically provided herein, and the Rent reserved hereunder shall be paid to Ground Lessor without any claims on the part of Ground Lessee for diminution, offset or abatement. Ground Lessee shall pay, as additional rent during the term of this Lease, all real estate taxes, assessments, and other governmental charges and Impositions which may be levied, assessed or shall become liens upon the Premises or any part thereof (or any building or other Improvement now existing or hereafter constructed, made or placed thereon by Ground Lessee). Notwithstanding anything to the contrary herein, in the event that Ground Lessor shall elect to supply any of utilities to the Premises, Ground Lessee agrees to purchase the same from Ground Lessor. In the event any of such utilities are not separately metered to the Premises, at Ground Lessor’s election, Ground Lessee shall pay its equitable share thereof based on its usage and Landlord shall have the right, at its sole discretion, to reasonably determine Ground Lessee's equitable share. In lieu of the foregoing, Ground Lessor may, with respect to any utility supplied to the Premises and not separately metered, at its sole option, require Ground Lessee to pay its pro-rata share of such utility, not on the basis of usage but on the basis of square footage, and Landlord shall have the right, at its sole discretion, to reasonably determine Ground Lessee's pro rata share. 13. Liens. Ground Lessee will not directly nor indirectly create or permit to be created or to remain, and will promptly discharge, any lien, encumbrance or charge on or pledge of, the Premises, any Improvements thereon, or any part thereof without the prior written consent of Ground Lessor and of the holder of any mortgage lien on the Resort or Premises. Ground Lessee will not permit any mechanic’s lien or other liens to be placed upon the Premises as a result of any materials or labor ordered by Ground Lessee or any of Ground Lessee’s agents, officers or employees. If any such lien is filed, Ground Lessee shall have such lien released of record or bond over said lien in form and amount reasonably satisfactory to Ground Lessor, at its sole cost and expense, and within a reasonable period of time. 14. Maintenance and Repair. Ground Lessee shall at all times during the Term, of this Lease, at its own cost and expense, keep and maintain, or cause to be kept and maintained, in first class, safe, working order and operating condition (ordinary wear and tear accepted), the Premises and all Improvements on the Premises and shall prevent waste to the Premises and use all commercially reasonable efforts to prevent damage, or injury to the Premises. Without limiting the generality of the foregoing, Ground Lessee shall make all exterior and interior, structural and nonstructural repairs to the Premises and the Improvements thereon. Ground Lessor shall not be required to make any improvements, repairs, or alterations in or to the Premises during the Term of this Lease. Ground Lessee shall indemnify and save Ground Lessor harmless from and defend Ground Lessor against any and all costs, expenses, claims, losses, damages, fines or penalties, including reasonable attorneys’ fees, because of or due to Ground Lessee’s failure to comply with the foregoing.

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15. Construction. A. Ground Lessee shall, at its sole cost and expense, demolish the Existing Lodge on the Premises and construct a new ski lodge (the "Carinthia Ski Lodge") on the Premises in accordance with the Plans and Specifications (as hereinafter defined). Ground Lessee shall use commercially reasonable efforts to complete the construction of the Carinthia Ski Lodge within five (5) years of the Commencement Date. In the event that (i) Ground Lessee fails to complete the construction of the Carinthia Ski Lodge, subject to reasonable delays caused by any Force Majeure event, within five (5) years of the Commencement Date, or, (ii) in the event that Ground Lessee commences construction but fails thereafter to diligently pursue the completion thereof (subject to delays caused by any Force Majeure event), then Ground Lessor shall have the right to (a) terminate this Lease and exercise any other rights or remedies provided for in this Lease or (b) to complete the Carinthia Ski Lodge and to charge the cost of such completion to Ground Lessee, which shall be promptly reimbursed by Ground Lessee within ten (10) days after receipt of an invoice detailing such costs and expenses incurred by Ground Lessor in connection with the completion of construction. In the event that this Lease is not terminated by Ground Lessor, any Improvements constructed at the expense of Ground Lessor under this subsection above shall remain the property of Ground Lessor. B. Ground Lessor also agrees to grant such rights to use any sanitary and storm sewer lines, water, gas, electric, telephone and other utility lines, utility systems and conduits on the Resort Property for the use and operation of the Existing Lodge and the Carinthia Ski Lodge to be hereafter constructed on the Premises on and subject to the terms and conditions set forth in this Lease and provided that such use shall be at Ground Lessee's sole cost and expense and shall not interfere with Ground Lessor's or other user's use of the foregoing and further provided that Ground Lessee obtains all necessary approvals and permits in connection with such use. Ground Lessor shall cooperate with Ground Lessee to secure any easements, licenses or permits to complete the installation of the utility systems and conduits for the Carinthia Ski Lodge as reasonably required by Ground Lessee. C. Ground Lessee shall not construct or place any structures or objects on the Premises, other than the Carinthia Ski Lodge and related parking, utilities, landscaping, sidewalks, and similar improvements, without Ground Lessor’s prior written consent, not to be unreasonably withheld or delayed. D. All costs connected with the construction, implementation and use of the Lodge Improvements including but not limited to plans, permits, labor, and material shall by borne solely by Ground Lessee. E. Prior to the commencement of construction of the Carinthia Ski Lodge, or any other Improvements, all of the plans and specifications therefore, showing the location thereof, including, without limitation, preliminary development plans and final construction plans, specifications and working drawings, (the "Plans and Specifications") shall be submitted to Ground Lessor, and approved in writing by Ground Lessor. Ground Lessee will 7

deliver to Ground Lessor evidence satisfactory to Lender that all governmental authorities, including, without limitation, development agencies and offices having jurisdiction over the Premises (and whose approval of the Improvements is required) have approved the Plans and Specifications. Any material deviations from the approved Plans and Specifications shall be subject to the prior written approval of Ground Lessor. F. In no event shall the demolition of the Existing Lodge, the construction of the Carinthia Ski Lodge or of any other Improvements to the Premises interfere with the use and operation of the Resort. G. Ground Lessee shall cause the construction of the Carinthia Ski Lodge to be prosecuted with diligence in a good and workmanlike manner, substantially in accordance with the Plans and Specifications and all building, zoning and other applicable governmental laws, statutes, ordinances, regulations, rules, permits and requirements affecting the Premises. Ground Lessee shall, at its own expense, remedy in a manner satisfactory to Ground Lessor, such portions or aspects of the construction of the Carinthia Ski Lodge, or any other Improvements, as Ground Lessor may reasonably determine are not in compliance (in all material respects) with the Plans and Specifications or any applicable governmental laws, ordinances, statutes, rules and regulations. H. Upon completion of construction of the Carinthia Ski Lodge and other Improvements, Ground Lessee shall provide to Ground Lessor a certificate by Ground Lessee's architect, certifying with respect to those matters deemed necessary by Ground Lessor, including a certification of completion of such Improvements in accordance (in all material respects) with the Plans and Specifications. I. Ground Lessee shall provide to Ground Lessor such affidavits, lien waivers, releases and other documentations as may be reasonably requested by Ground Lessor in connection with the construction of the Carinthia Ski Lodge and any other Improvements, confirming payment in full of all contracts, cost and expenses for all work, materials and supplies in connection with the construction of the Carinthia Ski Lodge and any other Improvements and the waiver and release of any and all mechanic's or materialmen's liens in connection with any work performed on the Premises. J. Ground Lessee shall cause its contractors to comply with the insurance requirements set forth in this Lease with respect to the construction of any Improvements. 16. Condemnation. If at any time during the Term of this Lease a substantial portion of the Premises (meaning thereby so much as shall render the Premises to any extent unusable by Ground Lessee, as reasonably determined by Ground Lessee) shall be taken by exercise of the right of condemnation or eminent domain or by agreement between Ground Lessor and those authorized to exercise such rights (all such proceedings being collectively designated as a “taking in condemnation” or a “taking”), this Lease shall, in the reasonable discretion of Ground Lessor or Ground Lessee terminate and expire on the date of such taking and the rent and other amounts payable to Ground Lessee hereunder shall be apportioned and paid to the date of such taking. Ground Lessee shall have no right to interpose, prosecute or collect a 8

claim against Ground Lessor in any proceedings for taking in condemnation, for the loss of the value of this Lease or improvements made by Ground Lessee to the Premises, provided, however, that Ground Lessee may pursue its own claim (without diminishing Ground Lessor's award as hereinafter described) to recover from the condemning authority, but not from the Ground Lessor, such compensation as may be separately awarded or recoverable by Ground Lessee in Ground Lessee’s own right on account of any and all damage to Improvements constructed at the sole cost and expense of Ground Lessee, or to its operation by reason of taking in condemnation. If the title to less than a substantial portion of the Premises shall be taken in condemnation so that the operations conducted on the Premises can be continued without material diminution, this Lease shall continue in full force and effect and Ground Lessee shall restore the Improvements to as near a condition as possible to the condition that existed prior to such taking. Any award for a partial taking shall be vested as set forth in the prior paragraph relating to the total taking in condemnation. The proceeds of any award to Ground Lessee in case of any condemnation shall be held in trust by Ground Lessor and applied and disbursed to Ground Lessee on account of the obligation of Ground Lessee to repair and rebuild the Premises in the event of a condemnation. 17. Insurance and Indemnity. During the Term of this Lease, Ground Lessee, at its sole cost and expense, and for the benefit of the Ground Lessor, shall carry and maintain the following insurance: A. Casualty Insurance. Ground Lessee will keep the Premises, and all Improvements thereon, insured in the name of Ground Lessor and Ground Lessee (as their interests may appear with each as a named insured, additional insured or loss payee, as applicable, to provide each with the best position) against loss or damage by fire, windstorm and other hazards, casualties and contingencies which are covered by what is commonly referred to as "all risk" or “Causes of Loss Special Form” insurance, and such other contingencies, "additional coverage" and types of casualty as Ground Lessor or its lender may require. Unless otherwise specified by Ground Lessor, all insurance required hereunder shall be for 100% of the full replacement cost of the Premises with a deductible amount not to exceed $50,000.00. Each policy of casualty insurance shall (a) provide that any loss shall be payable in accordance with the terms of such policy notwithstanding any act or negligence of Ground Lessee which might otherwise result in forfeiture of said insurance, (c) contain a waiver by the insurer of all rights of setoff, counterclaim or deduction against Ground Lessor, (d) include an agreed amount endorsement and a replacement cost endorsement, and (e) include a broad form boiler and machinery endorsement if any fired pressure vessels or piping or machinery of 10 or more horsepower is located on the Land. The insurance required to be carried by Ground Lessee under this Section shall be evidenced by a certificate of insurance (issued on ACORD 28 or equivalent form) from Ground Lessee's insurer, authorized agent or broker. Upon request, Ground Lessee shall name the holder of any mortgage on the Premises pursuant to a standard mortgagee, additional insured or loss payee clause as such holder shall elect with respect to the foregoing property insurance, provided such holder agrees with Ground Lessee in writing to disburse such insurance proceeds to Tenant for, and periodically during the course of, 9

repair and restoration of the Improvements as set forth in this Lease. Any such insurance proceeds not required for the repair and restoration of the Premises shall belong to Ground Lessor. B. Builder's Risk Insurance. During the course of any construction upon the Premises, Ground Lessee shall maintain such builder's risk insurance as may be required by Ground Lessor or its lender. Unless otherwise specified by Ground Lessor, Ground Lessee shall maintain builder's risk insurance against all risks of physical loss, including collapse and transit coverage, for 100% of the full replacement cost of the completed construction, such insurance to be in non reporting form, with a deductible amount not to exceed $50,000.00. Each policy of builder's risk insurance shall (a) provide that any loss shall be payable in accordance with the terms of such policy notwithstanding any act or negligence of Ground Lessee which might otherwise result in forfeiture of said insurance, (b) contain a waiver by the insurer of all rights of setoff, counterclaim or deduction against Ground Lessor, (d) contain a "permission to occupy upon completion of work" endorsement, and (e) include such coverage for stored materials and materials in transit as Ground Lessor or its lender may reasonably require. C. Flood Insurance. If the Premises is in an area identified as a flood hazard area by the Federal Emergency Management Agency or any other similar entity, Ground Lessee shall maintain such flood insurance as may be required by Ground Lessor or its lender. D. Public Liability Insurance. Ground Lessee shall maintain commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Premises or the Common Areas, such insurance (A) to be on the so called "occurrence" form containing minimum limits per occurrence of $___________ in the aggregate, together with excess and/or umbrella liability in an amount of at least $_______________; (B) to contain a liquor liability endorsement if any part of the Premises is covered by a liquor license; (C) to continue at not less than the aforesaid limit until required to be changed by Ground Lessor in writing by reason of changed economic conditions making such protection inadequate; (D) to cover at least the following hazards, (1) premises and operations, (2) products and completed operations on an "if any" basis, (3) independent contractors, (4) blanket contractual liability for all written and oral contracts, (5) contractual liability covering the indemnities contained in this Lease to the extent the same is available, and (6) all legal liability imposed upon Ground Lessor and all court costs and attorneys' fee incurred in connection with Ground Lessee's ownership, operation and maintenance of the Improvements on the Premises; ; and (E) to be without any deductible. Ground Lessee shall cause Ground Lessor to be named as an additional insured on all policies of liability insurance maintained by Ground Lessee (including excess liability and umbrella policies) with respect to the Premises. The insurance required to be carried by Ground Lessee under this Section shall be evidence by a certificate of insurance (issued on ACCORD 25 or equivalent form) from Ground Lessee's insurer, authorized agent or broker. E. Other Insurance. Ground Lessee shall maintain such worker's compensation insurance as is required by law from time to time. 10

F. Evidence of Insurance. Ground Lessee shall deliver and keep in Ground Lessor's possession at all times originals of all insurance policies required hereunder and shall deliver renewals of all such policies to Ground Lessor at least ten (10) days prior to any expiration or termination thereof. All insurance maintained by Ground Lessee pursuant to the terms hereof shall be in such forms and with such companies as Ground Lessor may require. In the event that renewals of policies, correctly written, in approved companies and of such kinds and types and for such term and amounts as Ground Lessor may require, are not delivered to Ground Lessor ten (10) days or more before the termination or expiration of the existing policy or policies, Ground Lessee authorizes Ground Lessor to act for it and procure at Ground Lessee's expense the necessary insurance coverage (which may, at Ground Lessor's option, be single interest insurance to protect Ground Lessor's interests) and agrees to keep insurance so written in force until its expiration date of this Lease. G. Insurers and Cancellation. All insurance maintained pursuant to the terms of this Lease shall be issued by insurers of recognized responsibility, which are qualified to do business in the State of Vermont. Each such policy of insurance shall provide that it shall not be cancelled or terminated for any reason or modified or amended in any manner so as to reduce the scope or amount of coverage or the deductible amount except upon thirty (30) days' prior written notice to Ground Lessor. H. Indemnity. Ground Lessee agrees to defend, indemnify and hold Ground Lessor, its directors, officers, employees, agents and servants, harmless from and against all liabilities, costs and expenses (including reasonable attorney’s fees and expenses) and all damages imposed upon or asserted against the Ground Lessor, as owner of the Premises, including, without limitation, any liabilities, costs and expenses and actual or consequential damages imposed upon or asserted against Ground Lessor, on account of (i) any use, misuse, non-use, condition, maintenance or repair by Ground Lessee of the Premises, (ii) any taxes, and other Impositions which are the obligation of Ground Lessee to pay pursuant to the applicable provisions of this Lease, (iii) any failure on the part of Ground Lessee to perform or comply with any other of the terms of this Lease or any sublease, (iv) any liability Ground Lessor may incur or suffer as a result of Ground Lessee's breach of any environmental laws or other laws affecting the Premises, and (vi) accident, injury to or death of any person or damage to property on or about the Premises. If at any time any claims, costs, demands, losses or liabilities are asserted against Ground Lessor by reason of any of the matters as to which Ground Lessee indemnifies Ground Lessor hereunder, Ground Lessee will, upon notice from Ground Lessor, defend any such claims, costs, demands, losses or liabilities at Ground Lessee’s sole cost and expense by counsel reasonably acceptable to Ground Lessor. This indemnity shall survive the expiration or earlier termination of this Lease. 18. Casualty. If, at any time during the Term of this Lease, the Improvements or any part thereof, shall be damaged or destroyed by fire or other casualty (including any casualty for which insurance coverage was not obtained or obtainable) of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, Ground Lessee, at its sole cost and expense, shall 11

proceed with reasonable diligence (subject to a Force Majeure event), subject to a reasonable time allowance for the purpose of adjusting such loss, to repair, alter, restore, replace or rebuild the same as nearly as possible to its use, value, condition and character immediately prior to such damage or destruction, subject to such changes or alterations as the Ground Lessee may elect to make in conformity with the provisions of Section 15 hereof. The insurance proceeds in the case of a casualty shall be held in trust by Ground Lessor and applied and disbursed to Ground Lessee on account of the obligation of Ground Lessee to repair and rebuild the Premises in the event of a casualty. 19. Assignment, Mortgage, Subletting. This Lease may not be assigned or sublet, by merger, consolidation, operation of law or otherwise, by Ground Lessee without the prior written consent of Ground Lessor, which consent may be withheld by Ground Lessor in its sole discretion. Notwithstanding the foregoing, it is agreed by the parties hereto that Ground Lessee may sublet to one or more tenants for the purpose of operating the Premises and leasing out the Improvements for commercial purposes. Notwithstanding any assignment or sublease of this Lease, be it in whole or in part hereof, Ground Lessee shall remain liable for the full and faithful performance of all of Ground Lessee’s obligations hereunder and with respect to the Premises. 20. Arbitration. All disputes and controversies of every kind and nature between the parties to this Lease arising out of or in connection with the Lease including but not limited to the existence, construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation, breach continuance or termination thereof shall be submitted to arbitration under the rules of the American Arbitration Association then pertaining pursuant to the procedure set forth below. A. Either party may demand such arbitration in writing within five days after the controversy arises, together with a statement of the matter in controversy. B. The arbitration costs and expenses of each party shall be borne by that party except that the costs and expenses of the arbitrators shall be born equally by the parties. C. The arbitration hearing shall be held in Dover, Vermont, within sixty (60) days of the appointment of the third arbitrator, if such an arbitrator is appointed, upon ten days’ notice to the parties. D. An award rendered by a majority of the arbitrators appointed hereunder shall be final and binding on all parties to the proceeding and enforceable under the laws of the State of Vermont. THE PARTIES UNDERSTAND THAT THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE. AFTER SIGNING THE DOCUMENT, GROUND LESSEE WILL NOT BE ABLE TO BRING A LAWSUIT CONCERNING ANY DISPUTE THAT MAY ARISE THAT IS COVERED BY THE ARBITRATION AGREEMENT, UNLESS IT INVOLVES A QUESTION OF CONSTITUTIONAL OR CIVIL RIGHTS. INSTEAD, GROUND LESSEE AGREES TO SUBMIT ANY SUCH DISPUTE TO AN IMPARTIAL ARBITRATOR AS OUTLINED ABOVE. 12

__________ Ground Lessor Initials

________ Ground Lessee Initials

21. Quiet Enjoyment. Ground Lessor covenants that if and so long as Ground Lessee keeps and performs each and every covenant, agreement, term, provision and condition herein contained on the part and on behalf of Ground Lessee to be kept and performed, Ground Lessee shall quietly enjoy the Premises without hindrance or molestation by Ground Lessor subject to the covenants, agreements, terms, provisions and conditions of this Lease, excluding but not limited to the property rights retained by the Ground Lessor in this Lease. 22. Surrender. Upon any expiration of this Lease, Ground Lessee shall quit and surrender the Premises to Ground Lessor in good order and condition, except for ordinary wear and tear and except for any portion or portions of the Premises which shall have been taken in a condemnation proceeding resulting in such termination under Section 16 or destruction under Section 18. 23. Notices. All notices, demands, requests or other communications which may be or are required to be given, served or sent by either party to the other shall be in writing and shall be deemed to have been properly given or sent by mailing by register or certified mail or recognized overnight carrier with the postage prepaid, addressed to such party at the address hereinabove first set forth for such party. 24. Miscellaneous Provisions. A. This Lease may be amended only by an instrument in writing, signed by Ground Lessor and Ground Lessee. B. This Lease may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute one and the same instrument. C. This lease shall be construed and enforced in accordance with the laws of the State of Vermont. 25. Memorandum of Lease. Ground Lessor and Ground Lessee hereby agree to execute as soon as practical after execution of this Lease a short form or memorandum of lease, in proper form for recording at the Dover Town Office. 26. Taxes. Ground Lessee shall, during the Term of this Lease, pay and discharge punctually, as and when the same shall become due and payable, all taxes, special and general assessments, water rents, rates and charges, and other Impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, and each and every installment thereof which shall or may, during the Term of this lease, be charged, levied, laid, assessed, imposed, become due and payable, or liens upon or for, or with respect to the Premises or any part thereof, or any Improvements, appurtenances, or equipment owned or used by Ground Lessee thereon or therein, or any part thereof, together with all interest and penalties thereon, under or by virtue of all present or future laws, ordinances, requirements, order, or 13

regulations of the federal, state, county, town and city governments, and of all other governmental authorities whatsoever, and all sewer rents, charges for water, steam, heat, gas, hot water, electricity, light and power, and other service or services, furnished to the Premises or the occupants thereof during the Term of this lease. If the Premises are not taxed as a subdivided parcel, Taxes shall be equitably prorated between the Premises and the parcel of which it is a part. 27. Compliance with Laws. Ground Lessee, at its sole expense, shall comply with all laws, orders and regulations of federal, state, and municipal authorities, and with any direction of any public officer, pursuant to law, respecting the use or occupancy of the Premises, and the construction of all Improvements. During the Term of this Lease, Ground Lessee shall not cause or permit any hazardous substances or hazardous materials to be used or stored on, in or under the Premises by Ground Lessee, its agents, employees or contractors, or anyone claiming by, through or under Ground Lessee, except in the ordinary course of business in the operation of Ground Lessee's business as permitted by Section 6 of this Lease, or as reasonably required in performing the obligations of Ground Lessee under this Lease, and then only to the extent no Legal Requirements in effect at such time are violated by Ground Lessee. Ground Lessee, at its sole expense, shall obtain all licenses or permits which may be required for the conduct of its business or operations, or for the construction of the Improvements and the making of repairs, alterations or additions to the Improvements or Premises. Ground Lessor where necessary will join with Ground Lessee at its own expense in applying for all such permits or licenses. Ground Lessee shall not use or occupy the Premises for unlawful purposes or purposes in conflict with the uses contemplated herein. 28. Condition of Premises. Ground Lessee acknowledges that it has had sufficient opportunity to inspect the Premises and accepts the Premises in its present condition, “as is, where is” and without any representation or warranty by Ground Lessor as to the condition of the Premises, any improvements which are located in, on, or under the Premises and improvements which serve the Premises but are not located thereon, or as to the use or occupancy which may be made thereof. Ground Lessee acknowledges that Ground Lessor and Ground Lessor’s agents have made no representation or warranties as to the condition or use of the Premises. At the expiration or early termination of this Lease, Ground Lessee, but only if requested in writing by Ground Lessor in Ground Lessor’s sole discretion, shall remove all Improvements constructed by or on behalf of Ground Lessee and shall peaceably surrender the Premises in as good condition as they were in at the beginning of the Term, reasonable wear and tear accepted. Absent such written request by Ground Lessor to remove the Improvements constructed by or on behalf of Ground Lessee, Ground Lessee upon expiration or early termination of this Lease shall leave said Improvements as is, which shall immediately become the owned property of Ground Lessor. Ground Lessee by its signature hereto acknowledges and agrees that in consideration of the mutual covenants contained herein and in consideration of such financial considerations as are contained in the Limited Partnership Agreement that governs Ground Lessee and its limited partners, any Improvements constructed by or on behalf of Ground Lessee are being constructed and/or installed for the benefit of both Ground Lessor and Ground Lessee, and in conjunction with and to benefit the operations of the Resort.

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29. Alterations and Improvements. Ground Lessee may make alterations, additions and Improvements to the Premises from time to time and all of such alterations, additions or Improvements shall be and remain the property of Ground Lessee at all times during the Term of this Lease and any extensions or renewals thereof; provided that any Improvements costing in excess of $100,000 or affecting the structure of any Improvements, shall be approved in writing, in advance, by Ground Lessor. With the prior written consent of Ground Lessor in writing, Ground Lessee at its sole expense may demolish and remove any and all Improvements on the Premises owned by Ground Lessee; provided, however, that Ground Lessor acknowledges and agrees that in connection with the construction of the Carinthia Ski Lodge, Ground Lessee shall demolish the Existing Lodge. Unless provided otherwise in this Lease, Ground Lessee shall not be required to remove any alterations, additions or Improvements, provided, however, Ground Lessee’s failure to do so prior to the termination or expiration of this Lease shall be deemed abandonment thereof and, at Ground Lessor’s option, title thereto shall vest in Ground Lessor. In the case of removal or demolition of any Improvements required by Ground Lessor, Ground Lessee shall level the Premises, remove all rubble and promptly repair any damage caused by said removal. 30. Ground Lessee’s Default. A default or an event of default shall be defined as follows (an “Event of Default”): A. If default shall be made in the due and punctual payment of any Rent or additional rent or other sums payable under this Lease, or any part thereof, when and as the same shall become due and such default shall continue for a period of twenty (20) days after written notice by Ground Lessor to Ground Lessee; or B. If default shall be made by the Ground Lessee in the performance or compliance with any agreements, terms, covenants, or conditions in this Lease other than those referenced in the foregoing subparagraph (A), and shall not be cured within a period of thirty (30) days after notice by the Ground Lessor to the Ground Lessee specifying the event of default, or in the case of a default which cannot with due diligence be cured within said thirty (30) day period, if the Ground Lessee fails to commence within said thirty (30) day period the steps necessary to cure the same and thereafter to prosecute the cure of such default with due diligence within sixty (60) days; or C. Ground Lessee fails to perform or observe any obligations pursuant to Ground Lessee's operating covenant hereunder, or D. If the Ground Lessee shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or if there shall be appointed a receiver or trustee of all or substantially all of the property of the Ground Lessee, or if the Ground Lessee shall make an assignment for the benefit of one of Ground Lessee’s creditors; or E. Ground Lessee vacates the Premises in violation of this Lease or abandons the Premises.

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Upon the occurrence of one or more Events of Default, in addition to any other rights or remedies Ground Lessor may have at law or in equity, Ground Lessor shall have the right to immediately re-enter and regain possession of the Premises and to exclude Ground Lessee from further use, occupancy, and enjoyment thereof. Ground Lessee waives any and all claims which the Ground Lessee may have against the Ground Lessor, regardless of when the same arise, on account of such regaining of possession by Ground Lessor or such exclusion. In particular, but not by way of limitation, Ground Lessor may remove all persons and property from the Premises and may store such property in a public warehouse or elsewhere at the cost of and for the account of Ground Lessee, all without service of notice or resort to legal process and without being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby. In the event Ground Lessor elects to re-enter and regain possession of the Premises, as provided herein, or should Ground Lessor take possession pursuant to legal proceedings or pursuant to any notice or mechanism provided by law, Ground Lessor may either terminate this Lease or may from time to time, without terminating this Lease, make such alterations and repairs as Ground Lessor deems necessary in order to relet and operate the Premises. Ground Lessor may relet and operate the Premises or any part thereof for such term or terms which may be for a term extending beyond the Term of this Lease, and at such rental or rents and upon such other terms and conditions as Ground Lessor, in its sole discretion deems advisable. Upon such reletting, all rental thereby received by Ground Lessor shall be applied: first, to the payment of any indebtedness or rent due hereunder from Ground Lessee to Ground Lessor; second, to the payment of any costs and expenses of such reletting, including brokerage fees and attorneys’ fees, and costs of any such alterations and repairs as Ground Lessor may make to facilitate such re-rental; and, third, the residue, if any, shall be held by Ground Lessor and applied in payment of future rent as the same may become due and payable hereunder. No such re-entry or taking possession of the Premises by Ground Lessor shall be construed as an election on its part to terminate this Lease unless a written notice of such intention be mailed to Ground Lessee or unless the termination thereof be decreed by a court of competent jurisdiction, at which time all amounts recovered by Ground Lessor by reletting and operating the Premises may be kept by it. Notwithstanding any such reletting without termination, Ground Lessor may, at any time thereafter elect to terminate this Lease for such previous Event of Default. Should Ground Lessor at any time terminate this Lease for any breach, in addition to any other remedies it may have, Ground Lessor may recover from Ground Lessee the Rent owed for the remainder of the Term, and all damages Ground Lessor may incur by reason of such breach, including the costs of recovering the Premises and reasonable attorneys’ fees. Ground Lessee also consents and agrees that any rights granted hereby or expressed herein as to the Premises, as a result of Ground Lessee’s default, shall also appertain to any of Ground Lessee’s Improvements on the Premises or serving the Premises but not located thereon. 31. Ground Lessor’s Right to Perform Ground Lessee’s Obligations. If Ground Lessee is in default of any material provision of this Lease, other than the provisions requiring the payment of Rent, and Ground Lessor shall give to Ground Lessee written notice of such Event of Default, and if Ground Lessee shall fail to cure or commerce to cure such Event of 16

Default within thirty (30) days after the receipt of such notice, then Ground Lessor may, in its sole discretion, enter the Premises at any time and cure such Event of Default for the account of Ground Lessee, and any sums reasonably expended by Ground Lessor in connection therewith shall be deemed to be additional rent and payable upon written demand by Ground Lessor. 32. Right of Access. Ground Lessor and its representatives may enter upon the Premises and any Improvement located on the Premises at any reasonable time for the purpose of inspections relating to compliance with this Lease, or at any time in the event of an emergency. 33. Priority of Mortgages; Estoppel; Subordination. A. It is understood and expressly agreed between the parties that this Lease shall always be subject and subordinate to any present or future mortgages or assignments to mortgagees affecting the Premises. Ground Lessee may require as a precondition to any such subordination that the mortgagee agree to honor this Lease in the event of foreclosure and, in return, Ground Lessee shall agree to attorn to such mortgagee; provided, however, that Ground Lessee hereby acknowledges and agrees that upon a foreclosure, deed in lieu of foreclosure, or the enforcement of any such mortgagee's rights and remedies, (i) any revenues from the Premises that are based upon the sale of “access” to the Resort (e.g., ski lift tickets, ski rentals, ski school and similar revenues based upon Resort access) would flow to and be managed by the mortgagee or purchaser of the Resort, as successor landlord, and (ii) rent under the lease would become market rent, all as further set forth and described in the form of subordination, non-disturbance and attornment agreement attached hereto Exhibit C (the "SNDA Form"). B. Simultaneously with the execution of this Lease, Ground Lessor, Ground Lessee, and Ground Lessor's existing lender (such existing lender, together with its successors, assigns and transferees, as applicable, the "Existing Lender") which holds a mortgage on the Resort, including the Premises (as such mortgage may be amended, restated, modified, assigned or transferred, the "Existing Mortgage")shall execute the SNDA Form. Ground Lessee further acknowledges and agrees that the SNDA Form, upon execution by all of the parties thereto, shall be binding upon and inure to the benefit of all of the parties thereto, and their respective successors and assigns. Ground Lessee also agrees, upon request by Existing Lender or Ground Lessor, to execute any confirmation, ratification, or necessary amendments of or to the SNDA Form in connection with (i) any refinancing, substitutions, splitting or bifurcation, amendments, modifications, ratification or restatement of the promissory note(s) and any other indebtedness and/or other obligations secured by the Existing Mortgage or by any other documents evidencing, securing or relating to such indebtedness and/or other obligations, (ii) the release, substitution or exchange of any collateral securing such indebtedness or other obligations, (iii) increase to or changes in the terms of payment of the promissory note(s) and any other indebtedness and/or other obligations secured by the Existing Mortgage, or (iv) any assignment (including by operation of law) or transfer of any rights or interests

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of Existing Lender under the Existing Mortgage and/or the indebtedness and/or other obligations secured thereby. C. Ground Lessee agrees, within fifteen (15) days after request by Ground Lessor, to execute, acknowledge and deliver to and in favor of the proposed holder of any mortgage or purchaser of the Premises, an estoppel certificate in such form as Ground Lessor may reasonably require. D. Except as otherwise provided in A. or B. of this Section 33, upon request of the holder of any mortgage affecting the Premises following the date hereof, Ground Lessee will subordinate its rights under this Lease to the lien thereof and to all advances made or hereafter to be made upon the security thereof, and Ground Lessee shall execute, acknowledge and deliver an instrument effecting such subordination; provided, however, Ground Lessor shall obtain and deliver to Ground Lessee, in recordable form, from the holder of any such mortgage to which this Lease is to become subordinate following the date hereof, a non-disturbance agreement substantially in the form attached hereto as Exhibit C or such form reasonably approved by Ground Lessor, Ground Lessee and the applicable mortgagee. 34. Cumulative Remedies. The remedies of Ground Lessor herein shall be cumulative and not alternative, and not exclusive of any other right or remedy available to Ground Lessor. 35. Holdover Tenancy. Any holding over by the Ground Lessee after the termination of this Lease shall be on a day to day basis at the rent in effect at the time of the holding over prorated on a daily basis. The covenants and agreements contained herein shall remain in force during the period of any holding over insofar as applicable. 36. Waiver. The failure of the Ground Lessor to insist upon a strict performance of any of the terms, conditions and covenants herein, shall not be deemed a waiver of any rights or remedies that the Ground Lessor may have and shall not be deemed a waiver of any subsequent breach or default in the terms, conditions and covenants herein contained. 37. Force Majeure. In the event Ground Lessor or Ground Lessee shall be delayed, hindered in or prevented from the performance of any act required hereunder (other than the payment of Rent) by reason of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, the act, war or other reason beyond their reasonable control, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. The provisions of this Section shall not operate to excuse Ground Lessee from prompt payment of rent or any other payment required by Ground Lessee under the terms of this Lease or (ii) be applicable to delays resulting from the inability of a party to obtain financing or to proceed with its obligations under this Lease because of lack of funds. 38. Invalidity or Inapplicability of Clause. If any term or provision of this Lease or the application thereof to any person or circumstances shall, to any extent, be deemed invalid or 18

unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest permitted by law. Any portion of this Lease determined to be invalid or unenforceable shall, to the extent possible, be reformed to accomplish its intended effect. 39. Captions. The parties mutually agree that the headings and captains contained in this Lease are inserted for convenience of reference only, and are not to be deemed part of or to be used in construing this Lease. 40. Notices. Service of all notices under this Lease shall be sufficient if delivered personally or if mailed via registered mail to the party involved at the address hereinafter set forth, or at such other address as such party may provide in writing from time to time. Any such notice mailed to such address shall be effective when deposited in the United States mail, duly addressed and with postage prepaid. Ground Lessor’s Address: Mount Snow Ltd., PO Box 2810, West Dover, VT 05356 Ground Lessee’s Address: 89 Grand Summit Way, West Dover, VT 05356 41. Successors or Assigns. Except as otherwise provided herein, the covenants and agreements herein contained shall, subject to the provisions of this Lease, bind and inure to the benefit of the Ground Lessor, its successors and assigns, and Ground Lessee, and it successors and assigns. 42. Entire Agreement; Amendments. It is expressly understood and agreed by and between the parties hereto that this Lease sets forth all the promises, agreements, conditions, inducements and understandings between Ground Lessor and Ground Lessee relative to the demised Premises and that there are no promises, agreements, conditions, understandings, inducements, warranties or representations, oral or written, express or implied, between them other than as herein set forth and shall not be modified in any manner except by an instrument in writing executed by the parties. 43. Recording. The parties agree that this Lease or a Memorandum of Lease may be recorded at Ground Lessee’s option in the Land Records of West Dover, Vermont. [Signatures on following page]

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IN WITNESS WHEREOF, the parties have executed this Ground Lease Agreement under seal as of this _____ day of ____________, 2013.

GROUND LESSOR: MOUNT SNOW LTD.

By: ___________________ Name: Title: Hereunto duly authorized

STATE OF VERMONT COUNTY OF WINDHAM, SS.: On the ____ day of ___________ 201__, before me personally appeared _____________________________, to me known, who being by me duly sworn, did depose and say that he/she is the _______________________of _________________, the Lessor described in and which executed the foregoing instrument as his/her free act and deed and as the free act and deed of __________________________. ____________________________ My Commission Expires: _________ Notary Public

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GROUND LESSEE: CARINTHIA SKI LODGE LLC

By: ___________________ Name: Title: Hereunto duly authorized

STATE OF VERMONT COUNTY OF WINDHAM, SS.: On the ____ day of ___________ 201__, before me personally appeared _____________________________, to me known, who being by me duly sworn, did depose and say that he/she is the _______________________of _________________, the Lessor described in and which executed the foregoing instrument as his/her free act and deed and as the free act and deed of __________________________. ____________________________ My Commission Expires: _________ Notary Public

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EXHIBIT A Premises Description

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EXHIBIT A-1 SITE PLAN

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EXHIBIT B Encumbrances

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EXHIBIT 16 FORM OF GROUND LEASE BETWEEN MOUNT SNOW LTD. AND WEST LAKE WATER PROJECT LLC

Ground Lease Agreement (West Lake) This Ground Lease Agreement entered into by and between Mount Snow Ltd., a Vermont corporation having an address of 39 Mountain Road, West Dover, VT 05356 (“Ground Lessor”) and West Lake Water Project LLC, a Vermont limited liability company with an address of 89 Grand Summit Way, West Dover, VT 05356 (“Ground Lessee”) (referred to herein as the “Lease”). 1. Definitions: As used in this Agreement, the following terms have the following meanings: A. Rent: The amount of rent described in Section 6. B. Commencement Date: The date that this Lease is executed. C. Impositions: All taxes (including real estate, sales, use and occupancy taxes), assessments, permit fees and other charges and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever (including all interest and penalties thereon), which shall or may during the Term of this Lease be assessed, levied, charged, confirmed or imposed upon or become payable out of or become a lien on the Premises or any part thereof or for any use or occupation of the Premises, this transaction or any documents to which Ground Lessee is a party, creating or transforming an interest or estate in the Premises. D. Improvements: The buildings, structures, Water Impoundment and other improvements including, without limitation, water lines, pumps, pump houses, air compressors, pipelines, and any and all other improvements, equipment and machinery, which may now or hereafter during the Term of the Lease be constructed, erected or located on the Premises including but not limited to the Snowmaking System, by or on behalf of the Ground Lessee. E. Legal Requirements: All laws, statutes, codes, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits or licenses which now or at any time hereafter may be applicable to the Premises or any part thereof, or any use or condition of the Premises or any part thereof. F. Premises: The demised land and rights related thereto as further described in Section 2. G. Resort: The Resort shall mean the ski and snowboarding resort located at located at 39 Mount Snow Road, West Dover, Vermont 05356 and commonly known as “Mount Snow.” H. Snowmaking System: Includes the Water Impoundment, water sources, pipes, pumps, diversions, dams, pump houses, rights of way, setbacks and all ancillary parts of the system on the Premises.

I. Water Impoundment: A 120-million gallon water storage pond and associated pumps, piping, weirs, dams and pump house to be constructed on the Premises by Ground Lessee and subject to a Water Use Agreement, as defined below, between the parties. J. Water Use Agreement: That agreement between the Ground Lessor and Ground Lessee whereby the Ground Lessee agrees to supply water to Ground Lessor for snowmaking and other related purposes for use and operation of the Water Impoundment and Snowmaking System, in substantially the form attached hereto as Exhibit A. 2. Premises. Ground Lessor hereby demises and lets to Ground Lessee for the Term hereinafter described, the “Premises”, which shall be comprised of (i) that parcel of land located in the Town of Wilmington, County of Windham, State of Vermont, as more particularly described in Exhibit B attached hereto and incorporated herein by reference, (ii) access to, connection and use of that Handle Road pipeline subject to that Agreement by and between the Town of Dover and Ground Lessor dated as of July 6, 2010, and as further shown on attached Exhibit C, (iii) any and all rights to utilize the Water Impoundment held by Ground Lessor, and (iv) any and all buildings or structures of any nature existing thereon as of the date of this Lease, and together with any and all easements, rights, privileges, benefits and appurtenances thereto. 3. Title and Condition. The Premises are demised and let subject to the rights of the Ground Lessor and the state of the title thereof as of the commencement of this Lease, to any state of facts which an accurate survey or physical inspection thereof might show, and to all zoning regulations, 10 V.S.A. Chapter 151 (Act 250) permits, restrictions, easements, rules and ordinances and other laws and regulations now in effect or hereafter adopted by any governmental authority having jurisdiction and to any existing encumbrances, if any, specifically described in Exhibit D attached hereto and incorporated herein (“Encumbrances”). Ground Lessor warrants to Ground Lessee, upon which warranty the Ground Lessee relies, that, other than as expressly provided herein, at the time of the execution of this Lease, there are no encumbrances upon title to the Premises that would materially interfere with Ground Lessee’s quiet use and enjoyment thereof. 4. Use of the Premises; Permits. A. Ground Lessee is granted the right to occupy and use the Premises for the construction, development and operation of the Water Impoundment and Snowmaking System by directly related or by designated independent contractors, and for related snowmaking purposes, and for any other lawful purpose approved by Ground Lessor. Ground Lessee will not do nor permit any act or use which is contrary to any Legal Requirement or Insurance Requirement or which constitutes a public or private nuisance or waste. Ground Lessee shall not do nor permit any action or use of the Premises that would interfere with or compete with Ground Lessor’s business or operations. All costs connected with the construction, implementation and use of the Water Impoundment and Snowmaking System including but not limited to plans, permits, labor, and material shall by borne solely by Ground Lessee.

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B. Ground Lessee’s right to occupy and use the Premises, as granted in this Lease is subject to and contingent upon execution of the Water Use Agreement, and effectiveness of the Water Use Agreement for the entirety of the Term. In the event the Water Use Agreement is terminated for any reason, Ground Lessor shall have the right to terminate this Lease upon written notice to Ground Lessee. C. Ground Lessor hereby reserves the right to occupy, sell, develop, donate, and use that part of the Premises that will not be used or required by Ground Lessee to construct and operate the Water Impoundment and Snowmaking System. Except as provided herein nothing contained in this Lease shall limit the ability of Ground Lessor, Ground Lessee, or their employees, agents, invitees, staff, prospects, licensees, and lessees from using the Premises for all lawful purposes permitted in this Lease, or authorized by Ground Lessor. D. Notwithstanding anything to the contrary herein, Ground Lessor and Ground Lessee shall have the exclusive use of all Improvements now or hereafter erected or located on the Premises by or on behalf of Ground Lessee during the Term of the Lease. 5. Term. Subject to the terms, covenants and conditions herein, Ground Lessee shall have and hold the Premises for a term commencing on the Commencement Date and expiring at midnight on the anniversary of the fiftieth (50th ) calendar year following the Commencement Date unless terminated sooner as hereinafter provided (the “Term”). Upon no less than ninety (90) days written notice prior to Ground Lessor, and no greater than one hundred twenty (120) days prior to the expiration of the original term hereof, Ground Lessee shall have the one time option to extend the original term of this Lease by forty-nine (49) years (the “Extended Term”). In the event Ground Lessee exercises its right to extend the Term as provided in this paragraph 5, any reference in this Lease to the “Term”, the “term of this Lease” or any similar expression shall be deemed to include the Extended Term. 6. Rent. Ground Lessee covenants and agrees to pay to Ground Lessor as Rent for the Premises during the Term of this Lease at the rate of $10.00 per annum, and to supply water and operate the Water Impoundment and Snowmaking System in accordance with the Water Use Agreement. 7. Ownership of Improvements. A. Title to any Improvements constructed by Ground Lessee on the Premises after the date of this Lease, which may be subject to revision from time to time in Ground Lessee’s sole discretion, shall remain the property of Ground Lessee, subject nevertheless to the terms and conditions of this Lease, until the expiration or earlier termination of this Lease. B. Notwithstanding anything to the contrary, subject to any rights of Ground Lessor’s mortgagee rights, upon the expiration or earlier termination of this Lease, all Improvements then located on the Premises shall, with the Premises, be vacated and surrendered by Ground Lessee to the Ground Lessor and shall become the property of Ground Lessor, and Ground Lessee agrees to execute and deliver to Ground Lessor such quitclaim deeds, bills of sale, assignments or other instruments of conveyance as the 3

Ground Lessor may deem reasonably necessary to evidence such transfer of title to Ground Lessor. 8. Net Lease Nonterminability. This is a “net lease” and Ground Lessor shall not be required to provide any utilities, services or do any acts in connection with the Premises except as specifically provided herein, and the Rent reserved hereunder shall be paid to Ground Lessor without any claims on the part of Ground Lessee for diminution, offset or abatement. Ground Lessee shall pay, as additional rent during the term of this Lease, all real estate taxes, assessments, and other governmental charges and Impositions which may be levied, assessed or shall become liens upon the Premises or any part thereof (or any building or other Improvement now existing or hereafter constructed, made or placed thereon by Ground Lessee). 9. Liens. Ground Lessee will not directly nor indirectly create or permit to be created or to remain, and will promptly discharge, any lien, encumbrance or charge on or pledge of, the Premises or any part thereof without the prior written consent of Ground Lessor. Ground Lessee will not permit any mechanic’s lien or other liens to be placed upon the Premises as a result of any materials or labor ordered by Ground Lessee or any of Ground Lessee’s agents, officers or employees. If any such lien is filed, Ground Lessee shall have such lien released of record or bond over said lien in form and amount reasonably satisfactory to Ground Lessor, at its sole cost and expense, and within a reasonable period of time. 10. Maintenance and Repair. Ground Lessee shall at all times during the Term, of this Lease, at its own cost and expense, keep and maintain, or cause to be kept and maintained, in repair and good, safe working order and operating conditions (ordinary wear and tear accepted), all Improvements on the Premises and shall use all reasonable precaution to prevent waste, damage, or injury to the Premises. Ground Lessor shall not be required to make any improvements, repairs, or alterations in or to the Premises during the Term of this Lease. Ground Lessee shall indemnify and save Ground Lessor harmless from and defend Ground Lessor against any and all costs, expenses, claims, losses, damages, fines or penalties, including reasonable attorneys’ fees, because of or due to Ground Lessee’s failure to comply with the foregoing. 11. Construction. Ground Lessee shall endeavor to complete the construction of the Water Impoundment and Snowmaking System within five (5) years of the Commencement Date. In the event Ground Lessee fails to complete the construction of the Water Impoundment and Snowmaking System, subject to any Force Majeure event or other delay beyond the reasonable control of Ground Lessee, within five (5) years of the Commencement Date, Ground Lessor shall have the right to complete the Water Impoundment and Snowmaking System. Improvements constructed by Ground Lessor shall become part of the Premises but shall remain the property of Ground Lessor. Upon completion of construction of the Water Impoundment and Snowmaking System, Ground Lessee shall continuously operate the Water Impoundment and Snowmaking System, subject to any Force Majeure event or periods of inactivity due to the need to complete repairs, replacements, upgrades, or for reasons outside of Ground Lessee’s reasonable control.

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12. Condemnation. If at any time during the Term of this Lease a substantial portion of the Premises (meaning thereby so much as shall render the Premises to any extent unusable by Ground Lessee, as reasonably determined by Ground Lessee) shall be taken by exercise of the right of condemnation or eminent domain or by agreement between Ground Lessor and those authorized to exercise such rights (all such proceedings being collectively designated as a “taking in condemnation” or a “taking”), this Lease shall, in the reasonable discretion of Ground Lessee terminate and expire on the date of such taking and the rent and other amounts payable to Ground Lessee hereunder shall be apportioned and paid to the date of such taking. Ground Lessee shall have no right to interpose, prosecute or collect a claim against Ground Lessor in any proceedings for taking in condemnation, for the loss of the value of this Lease or improvements made by Ground Lessee to the Premises, provided, however, that Ground Lessee may pursue its own claim (without diminishing Ground Lessor's award as hereinafter described) to recover from the condemning authority, but not from the Ground Lessor, such compensation as may be separately awarded or recoverable by Ground Lessee in Ground Lessee’s own right on account of any and all damage to Ground Lessee’s Improvements, or to its operation by reason of taking in condemnation and for and on account of related any cost or loss to which Ground Lessee might incur in removing Ground Lessee’s Improvements, furniture, fixtures and equipment. Any award for the value of the land, the value, benefit or use under the Water Use Agreement, residual rights in and to the Improvements, and loss of Rent shall belong to Ground Lessor, and Ground Lessee shall not be entitled to share in any such award on account of any leasehold interest. If the title to less than a substantial portion of the Premises shall be taken in condemnation so that the operations conducted on the Premises can be continued without material diminution, this Lease shall continue in full force and effect and Ground Lessee shall restore the Improvements to as near a condition as possible to the condition that existed prior to such taking. Any award for a partial taking shall be vested as set forth in the prior paragraph relating to the total taking in condemnation. The proceeds of any award to Ground Lessee in case of any condemnation shall be held in trust and applied on account of the obligation of Ground Lessee to repair and rebuild the Premises in the event of a condemnation. 13. Insurance and Indemnity. During the Term of this Lease, Ground Lessee, at its sole cost and expense, and for the benefit of the Ground Lessor, shall carry and maintain commercial general liability insurance, including property damage, insuring Ground Lessor against liability for injury to persons or property occurring in or about the Premises and areas serving the Premises and any parking areas used by or on behalf of Ground Lessee or arising out of the ownership, maintenance, use, or occupancy thereof, or any other such insurance reasonably required by Ground Lessor. The coverage of such insurance shall not be less than Two Million Dollars ($2,000,000.00) for commercial general insurance, property insurance for not less than the full replacement value of the System, and an umbrella policy of not less than Four Million Dollars ($4,000,000.00) for both, provided that such amounts may be reasonably increased from time to time at the request of Ground Lessor. During the Term of this Lease, Ground Lessee shall at its expense keep the Premises insured in the name of Ground Lessor and Ground Lessee (as their interests may appear with each as named insured, additional insured or loss payee, as applicable) against damage or destruction by all risks of direct physical loss or damage including fire and the perils commonly covered under a 5

special form policy in an amount equal to the full replacement cost thereof (without deduction for physical depreciation). Such policy also shall cover such other “additional coverage” insurance as Ground Lessor may reasonably require, which at the time is usual and commonly obtained in connection with similar properties. The proceeds of such insurance in case of loss or damage shall be held in trust and applied on account of the obligation of Ground Lessee to repair and rebuild the Premises in the event of a casualty. All insurance policies maintained by Ground Lessee pursuant to the terms of this Lease shall name Ground Lessor, Ground Lessor’s mortgagees, and Ground Lessee as insureds as their respective interests may appear and shall be written as primary policies which do not contribute to and are not in excess of coverage which Ground Lessor may carry. All such insurance policies shall require the insurance carriers to provide Ground Lessor with at least thirty (30) days written notice prior to termination or cancellation of any policy. At the commencement of the Term of this Lease and thereafter not less than thirty (30) days prior to the expiration date of any policy required hereunder, Ground Lessee shall deliver to Ground Lessor certificates of insurance reflecting the required insurance provided under this Section 13, upon request by Ground Lessor. Ground Lessee agrees to defend, indemnify and hold Ground Lessor, its directors, officers, employees, agents and servants, harmless from and against all liabilities, costs and expenses (including reasonable attorney’s fees and expenses) and all damages imposed upon or asserted against the Ground Lessor, as owner of the Premises, including, without limitation, any liabilities, costs and expenses and actual or consequential damages imposed upon or asserted against Ground Lessor, on account of (i) any use, misuse, non-use, condition, maintenance or repair by Ground Lessee of the Premises, (ii) any taxes, and other Impositions which are the obligation of Ground Lessee to pay pursuant to the applicable provisions of this Lease, (iii) any failure on the part of Ground Lessee to perform or comply with any other of the terms of this Lease or any sublease, (iv) any liability Ground Lessor may incur or suffer as a result of Ground Lessee's breach of any environmental laws or other laws affecting the Premises, and (vi) accident, injury to or death of any person or damage to property on or about the Premises. If at any time any claims, costs, demands, losses or liabilities are asserted against Ground Lessor by reason of any of the matters as to which Ground Lessee indemnifies Ground Lessor hereunder, Ground Lessee will, upon notice from Ground Lessor, defend any such claims, costs, demands, losses or liabilities at Ground Lessee’s sole cost and expense by counsel reasonably acceptable to Ground Lessor. This indemnity shall survive the expiration or earlier termination of this Lease. 14. Casualty. If, at any time during the Term of this Lease, the Improvements or any part thereof, shall be damaged or destroyed by fire or other casualty (including any casualty for which insurance coverage was not obtained or obtainable) of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, Ground Lessee, at its sole cost and expense, , shall proceed with reasonable diligence (subject to a Force Majeure event), subject to a reasonable time allowance for the purpose of adjusting such loss, to repair, alter, restore, replace or rebuild the same as nearly as possible to its use, value, condition and character immediately prior to such damage or destruction, subject to such changes or alterations as the Ground Lessee may elect to make in conformity with the provisions of Section 11 hereof. 6

15. Assignment, Mortgage, Subletting. This Lease may not be assigned or sublet, by merger, consolidation, operation of law or otherwise, by Ground Lessee without the prior written consent of Ground Lessor, which consent may be withheld by Ground Lessor in its sole discretion. Notwithstanding the foregoing, it is agreed by the parties hereto that Ground Lessee may sublet to one or more tenants for the purpose of operating the Premises and leasing out the Improvements for commercial purposes, subject at all times to the provisions hereof and the Water Use Agreement. Notwithstanding any assignment or sublease of this Lease, be it in whole or in part hereof, Ground Lessee shall remain liable for the full and faithful performance of all of Ground Lessee’s obligations hereunder and with respect to the Premises. In no event shall Ground Lessee have the right to assign or sublet any right, benefit, value under the Water Use Agreement without the prior written consent of Ground Lessor, which consent may be withheld by Ground Lessor in its sole discretion. 16. Arbitration. All disputes and controversies of every kind and nature between the parties to this Lease arising out of or in connection with the Lease including but not limited to the existence, construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation, breach continuance or termination thereof shall be submitted to arbitration under the rules of the American Arbitration Association then pertaining pursuant to the procedure set forth below. A. Either party may demand such arbitration in writing within five days after the controversy arises, together with a statement of the matter in controversy. B. The arbitration costs and expenses of each party shall be borne by that party except that the costs and expenses of the arbitrators shall be born equally by the parties. C. The arbitration hearing shall be held in Dover, Vermont, within sixty (60) days of the appointment of the third arbitrator, if such an arbitrator is appointed, upon ten days’ notice to the parties. D. An award rendered by a majority of the arbitrators appointed hereunder shall be final and binding on all parties to the proceeding and enforceable under the laws of the State of Vermont. THE PARTIES UNDERSTAND THAT THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE. AFTER SIGNING THE DOCUMENT, GROUND LESSEE WILL NOT BE ABLE TO BRING A LAWSUIT CONCERNING ANY DISPUTE THAT MAY ARISE THAT IS COVERED BY THE ARBITRATION AGREEMENT, UNLESS IT INVOLVES A QUESTION OF CONSTITUTIONAL OR CIVIL RIGHTS. INSTEAD, GROUND LESSEE AGREES TO SUBMIT ANY SUCH DISPUTE TO AN IMPARTIAL ARBITRATOR AS OUTLINED ABOVE. __________ Ground Lessor Initials

________ Ground Lessee Initials

17. Quiet Enjoyment. Ground Lessor covenants that if and so long as Ground Lessee keeps and performs each and every covenant, agreement, term, provision and condition herein 7

contained on the part and on behalf of Ground Lessee to be kept and performed, Ground Lessee shall quietly enjoy the Premises without hindrance or molestation by Ground Lessor subject to the covenants, agreements, terms, provisions and conditions of this Lease, excluding but not limited to the property rights retained by the Ground Lessor in Section 4.C above. 18. Surrender. Upon any expiration of this Lease, Ground Lessee shall quit and surrender the Premises to Ground Lessor in good order and condition, except for ordinary wear and tear and except for any portion or portions of the Premises which shall have been taken in a condemnation proceeding resulting in such termination under Section 12 or destruction under Section 14. 19. Notices. All notices, demands, requests or other communications which may be or are required to be given, served or sent by either party to the other shall be in writing and shall be deemed to have been properly given or sent by mailing by register or certified mail or recognized overnight carrier with the postage prepaid, addressed to such party at the address hereinabove first set forth for such party. 20. Miscellaneous Provisions. A. This Lease may be amended only by an instrument in writing, signed by Ground Lessor and Ground Lessee. B. This Lease may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute one and the same instrument. C. This lease shall be construed and enforced in accordance with the laws of the State of Vermont. 21. Memorandum of Lease. Ground Lessor and Ground Lessee hereby agree to execute as soon as practical after execution of this Lease a short form or memorandum of lease, in proper form for recording at the Dover Town Office. 22. Taxes. Ground Lessee shall, during the Term of this Lease, pay and discharge punctually, as and when the same shall become due and payable, all taxes, special and general assessments, water rents, rates and charges, and other Impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, and each and every installment thereof which shall or may, during the Term of this lease, be charged, levied, laid, assessed, imposed, become due and payable, or liens upon or for, or with respect to the Premises or any part thereof, or any Improvements, appurtenances, or equipment owned or used by Ground Lessee thereon or therein, or any part thereof, together with all interest and penalties thereon, under or by virtue of all present or future laws, ordinances, requirements, order, or regulations of the federal, state, county, town and city governments, and of all other governmental authorities whatsoever, and all sewer rents, charges for water, steam, heat, gas, hot water, electricity, light and power, and other service or services, furnished to the Premises or the occupants thereof during the Term of this lease. 8

23. Compliance with Laws. Ground Lessee, at its sole expense, shall comply with all laws, orders and regulations of federal, state, and municipal authorities, and with any direction of any public officer, pursuant to law, respecting the use or occupancy of the Premises, and the construction of all Improvements. Ground Lessee, at its sole expense, shall obtain all licenses or permits which may be required for the conduct of its business or operations, or for the construction of the Improvements and the making of repairs, alterations or additions to the Improvements or Premises. Ground Lessor where necessary will join with Ground Lessee at its own expense in applying for all such permits or licenses. Ground Lessee shall not use or occupy the Premises for unlawful purposes or purposes in conflict with the uses contemplated herein. 24. Condition of Premises. Ground Lessee acknowledges that it has had sufficient opportunity to inspect the Premises and accepts the Premises in its present condition, “as is, where is” and without any representation or warranty by Ground Lessor as to the condition of the Premises, any improvements which are located in, on, or under the Premises and improvements which serve the Premises but are not located thereon, or as to the use or occupancy which may be made thereof. Ground Lessee acknowledges that Ground Lessor and Ground Lessor’s agents have made no representation or warranties as to the condition or use of the Premises. At the expiration or early termination of this Lease, Ground Lessee, but only if requested in writing by Ground Lessor in Ground Lessor’s sole discretion, shall remove all Improvements constructed by or on behalf of Ground Lessee and shall peaceably surrender the Premises in as good condition as they were in at the beginning of the Term, reasonable wear and tear accepted. Absent such written request by Ground Lessor to remove the Improvements constructed by or on behalf of Ground Lessee, Ground Lessee upon expiration or early termination of this Lease shall leave said Improvements as is, which shall immediately become the owned property of Ground Lessor. Ground Lessee by its signature hereto acknowledges and agrees that in consideration of the mutual covenants contained herein and in consideration of such financial considerations as are contained in the Limited Partnership Agreement that governs Ground Lessee and its limited partners, any Improvements constructed by or on behalf of Ground Lessee are being constructed and/or installed for the benefit of both Ground Lessor and Ground Lessee, and in conjunction with and to benefit the operations of the Resort. 25. Alterations and Improvements. Ground Lessee may make alterations, additions and Improvements to the Premises from time to time and all of such alterations, additions or Improvements shall be and remain the property of Ground Lessee at all times during the Term of this Lease and any extensions or renewals thereof. With the prior written consent of Ground Lessor in writing, Ground Lessee at its sole expense may demolish and remove any and all Improvements on the Premises owned by Ground Lessee, subject to and so long as any such demolition or removal of any or all of the Improvements do not interfere with or adversely impact the supply of water to Ground Lessor for snowmaking and other related purposes for use and operation of the Water Impoundment and Snowmaking System, as provided in the Water Use Agreement.

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Unless provided otherwise in this Lease, Ground Lessee shall not be required to remove any alterations, additions or Improvements, provided, however, Ground Lessee’s failure to do so prior to the termination or expiration of this Lease shall be deemed abandonment thereof and, at Ground Lessor’s option, title thereto shall vest in Ground Lessor. In the case of removal or demolition of any Improvements, Ground Lessee shall level the Premises, remove all rubble and promptly repair any damage caused by said removal. 26. Ground Lessee’s Default. A default or an event of default shall be defined as follows (an “Event of Default”): A. If default shall be made in the due and punctual payment of any Rent or additional rent or other sums payable under this Lease, or any part thereof, when and as the same shall become due and such default shall continue for a period of thirty (30) days after written notice by Ground Lessor to Ground Lessee; or B. If default shall be made by the Ground Lessee in the performance or compliance with any of the material agreements, terms, covenants, or conditions in this Lease other than those referenced in the foregoing subparagraph (A), and shall not be cured within a period of thirty (30) days after notice by the Ground Lessor to the Ground Lessee specifying the event of default, or in the case of a default which cannot with due diligence be cured within said thirty (30) day period, if the Ground Lessee fails to commence within said thirty (30) day period the steps necessary to cure the same and thereafter to prosecute the cure of such default with due diligence; or C. If the Ground Lessee shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or if there shall be appointed a receiver or trustee of all or substantially all of the property of the Ground Lessee, or if the Ground Lessee shall make an assignment for the benefit of one of Ground Lessee’s creditors; or D. Ground Lessee vacates the Premises in violation of this Lease or abandons the Premises; or E. The occurrence of a Default, as defined in the Water Use Agreement. Upon the occurrence of one or more Events of Default, in addition to any other rights or remedies Ground Lessor may have at law or in equity, Ground Lessor shall have the right to immediately re-enter and regain possession of the Premises and to exclude Ground Lessee from further use, occupancy, and enjoyment thereof. Ground Lessee waives any and all claims which the Ground Lessee may have against the Ground Lessor, regardless of when the same arise, on account of such regaining of possession by Ground Lessor or such exclusion. In particular, but not by way of limitation, Ground Lessor may remove all persons and property from the Premises and may store such property in a public warehouse or elsewhere at the cost of and for the account of Ground Lessee, all without service of notice or resort to legal process and without being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby.

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In the event Ground Lessor elects to re-enter and regain possession of the Premises, as provided herein, or should Ground Lessor take possession pursuant to legal proceedings or pursuant to any notice or mechanism provided by law, Ground Lessor may either terminate this Lease or may from time to time, without terminating this Lease, make such alterations and repairs as Ground Lessor deems necessary in order to relet and operate the Premises. Ground Lessor may relet and operate the Premises or any part thereof for such term or terms which may be for a term extending beyond the Term of this Lease, and at such rental or rents and upon such other terms and conditions as Ground Lessor, in its sole discretion deems advisable. Upon such reletting, all rental thereby received by Ground Lessor shall be applied: first, to the payment of any indebtedness or rent due hereunder from Ground Lessee to Ground Lessor; second, to the payment of any costs and expenses of such reletting, including brokerage fees and attorneys’ fees, and costs of any such alterations and repairs as Ground Lessor may make to facilitate such re-rental; and, third, the residue, if any, shall be held by Ground Lessor and applied in payment of future rent as the same may become due and payable hereunder. No such re-entry or taking possession of the Premises by Ground Lessor shall be construed as an election on its part to terminate this Lease unless a written notice of such intention be mailed to Ground Lessee or unless the termination thereof be decreed by a court of competent jurisdiction, at which time all amounts recovered by Ground Lessor by reletting and operating the Premises may be kept by it. Notwithstanding any such reletting without termination, Ground Lessor may, at any time thereafter elect to terminate this Lease for such previous Event of Default. Should Ground Lessor at any time terminate this Lease for any breach, in addition to any other remedies it may have, Ground Lessor may recover from Ground Lessee the Rent owed for the remainder of the Term, and all damages Ground Lessor may incur by reason of such breach, including the costs of recovering the Premises and reasonable attorneys’ fees. Ground Lessee also consents and agrees that any rights granted hereby or expressed herein as to the Premises, as a result of Ground Lessee’s default, shall also appertain to any of Ground Lessee’s Improvements on the Premises or serving the Premises but not located thereon. 27. Ground Lessor’s Right to Perform Ground Lessee’s Obligations. If Ground Lessee is in default of any material provision of this Lease, other than the provisions requiring the payment of Rent, and Ground Lessor shall give to Ground Lessee written notice of such Event of Default, and if Ground Lessee shall fail to cure or commerce to cure such Event of Default within thirty (30) days after the receipt of such notice, then Ground Lessor may enter the Premises at any time and cure such Event of Default for the account of Ground Lessee, and any sums reasonably expended by Ground Lessor in connection therewith shall be deemed to be additional rent and payable upon written demand by Ground Lessor. 28. Right of Access. Ground Lessor and its representatives may enter upon the Premises and any Improvement located on the Premises at any reasonable time for the purpose of inspections relating to compliance with this Lease, or at any time in the event of an emergency. 29. Priority of Mortgages; Estoppel; Subordination.

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A. It is understood and expressly agreed between the parties that this Lease shall always be subject and subordinate to any present or future mortgages or assignments to mortgagees affecting the Premises. Ground Lessee may require as a precondition to any such subordination that the mortgagee agree to honor this Lease in the event of foreclosure and, in return, Ground Lessee shall agree to attorn to such mortgagee; provided, however, that Ground Lessee hereby acknowledges and agrees that upon a foreclosure, deed in lieu of foreclosure, or the enforcement of any such mortgagee's rights and remedies, payments, as defined under Section 4 of the Water Use Agreement, shall be adjusted in accordance with that the form of subordination, non-disturbance and attornment agreement attached hereto Exhibit E (the "SNDA Form"). B. Simultaneously with the execution of this Lease, Ground Lessor, Ground Lessee, and Ground Lessor's existing lender (such existing lender, together with its successors, assigns and transferees, as applicable, the "Existing Lender") which holds a mortgage on the Resort, including the Premises (as such mortgage may be amended, restated, modified, assigned or transferred, the "Existing Mortgage") shall execute the SNDA Form. Ground Lessee further acknowledges and agrees that the SNDA Form, upon execution by all of the parties thereto, shall be binding upon and inure to the benefit of all of the parties thereto, and their respective successors and assigns. Ground Lessee also agrees, upon request by Existing Lender or Ground Lessor, to execute any confirmation, ratification, or necessary amendments of or to the SNDA Form in connection with (i) any refinancing, substitutions, splitting or bifurcation, amendments, modifications, ratification or restatement of the promissory note(s) and any other indebtedness and/or other obligations secured by the Existing Mortgage or by any other documents evidencing, securing or relating to such indebtedness and/or other obligations, (ii) the release, substitution or exchange of any collateral securing such indebtedness or other obligations, (iii) increase to or changes in the terms of payment of the promissory note(s) and any other indebtedness and/or other obligations secured by the Existing Mortgage, or (iv) any assignment (including by operation of law) or transfer of any rights or interests of Existing Lender under the Existing Mortgage and/or the indebtedness and/or other obligations secured thereby. C. Ground Lessee agrees, within fifteen (15) days after request by Ground Lessor, to execute, acknowledge and deliver to and in favor of the proposed holder of any mortgage or purchaser of the Premises, an estoppel certificate in such form as Ground Lessor may reasonably require. D. Except as otherwise provided in A. or B. of this Section 29, upon request of the holder of any mortgage affecting the Premises following the date hereof, Ground Lessee will subordinate its rights under this Lease to the lien thereof and to all advances made or hereafter to be made upon the security thereof, and Ground Lessee shall execute, acknowledge and deliver an instrument effecting such subordination; provided, however, Ground Lessor shall obtain and deliver to Ground Lessee, in recordable form, from the holder of any such mortgage to which this Lease is to become subordinate following the date hereof, a non-disturbance agreement substantially in the form attached hereto as

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Exhibit E or such form reasonably approved by Ground Lessor, Ground Lessee and the applicable mortgagee. 30. Cumulative Remedies. The remedies of Ground Lessor herein shall be cumulative and not alternative, and not exclusive of any other right or remedy available to Ground Lessor. 31. Holdover Tenancy. Any holding over by the Ground Lessee after the termination of this Lease shall be on a day to day basis at the rent in effect at the time of the holding over prorated on a daily basis. The covenants and agreements contained herein shall remain in force during the period of any holding over insofar as applicable. 32. Waiver. The failure of the Ground Lessor to insist upon a strict performance of any of the terms, conditions and covenants herein, shall not be deemed a waiver of any rights or remedies that the Ground Lessor may have and shall not be deemed a waiver of any subsequent breach or default in the terms, conditions and covenants herein contained. 33. Force Majeure. In the event Ground Lessor or Ground Lessee shall be delayed, hindered in or prevented from the performance of any act required hereunder (other than the payment of Rent) by reason of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, the act, failure to act or default of the other party, war or other reason beyond their reasonable control, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. 34. Invalidity or Inapplicability of Clause. If any term or provision of this Lease or the application thereof to any person or circumstances shall, to any extent, be deemed invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest permitted by law. Any portion of this Lease determined to be invalid or unenforceable shall, to the extent possible, be reformed to accomplish its intended effect. 35. Captions. The parties mutually agree that the headings and captains contained in this Lease are inserted for convenience of reference only, and are not to be deemed part of or to be used in construing this Lease. 36. Notices. Service of all notices under this Lease shall be sufficient if delivered personally or if mailed via registered mail to the party involved at the address hereinafter set forth, or at such other address as such party may provide in writing from time to time. Any such notice mailed to such address shall be effective when deposited in the United States mail, duly addressed and with postage prepaid. Ground Lessor’s Address: Mount Snow Ltd., PO Box 2810, West Dover, VT 05356

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Ground Lessee’s Address: 89 Grand Summit Way, West Dover, VT 05356 37. Successors or Assigns. Except as otherwise provided herein, the covenants and agreements herein contained shall, subject to the provisions of this Lease, bind and inure to the benefit of the Ground Lessor, its successors and assigns, and Ground Lessee, and it successors and assigns. 38. Entire Agreement; Amendments. It is expressly understood and agreed by and between the parties hereto that this Lease sets forth all the promises, agreements, conditions, inducements and understandings between Ground Lessor and Ground Lessee relative to the demised Premises and that there are no promises, agreements, conditions, understandings, inducements, warranties or representations, oral or written, express or implied, between them other than as herein set forth and shall not be modified in any manner except by an instrument in writing executed by the parties. 39. Recording. The parties agree that this Lease or a Memorandum of Lease may be recorded at Ground Lessee’s option in the Land Records of West Dover, Vermont. [Signatures on following page]

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IN WITNESS WHEREOF, the parties have executed this Ground Lease Agreement under seal as of this _____ day of ____________, 2013.

GROUND LESSOR: MOUNT SNOW LTD.

By: ___________________ Name: Title: Hereunto duly authorized

STATE OF VERMONT COUNTY OF WINDHAM, SS.: On the ____ day of ___________ 201__, before me personally appeared _____________________________, to me known, who being by me duly sworn, did depose and say that he/she is the _______________________of _________________, the Lessor described in and which executed the foregoing instrument as his/her free act and deed and as the free act and deed of __________________________. ____________________________ My Commission Expires: _________ Notary Public

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GROUND LESSEE: WEST LAKE WATER PROJECT LLC

By: ___________________ Name: Title: Hereunto duly authorized

STATE OF VERMONT COUNTY OF WINDHAM, SS.: On the ____ day of ___________ 201__, before me personally appeared _____________________________, to me known, who being by me duly sworn, did depose and say that he/she is the _______________________of _________________, the Lessor described in and which executed the foregoing instrument as his/her free act and deed and as the free act and deed of __________________________. ____________________________ My Commission Expires: _________ Notary Public

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EXHIBIT A Water Use Agreement

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Upon Recording Return To: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, MA 02111 Attention: Ani E. Ajemian, Esq. WATER USE AGREEMENT This Water Use Agreement (“Agreement”) is entered into by and between Mount Snow, Ltd. (“Mount Snow”), a Vermont corporation with its principal place of business at 39 Mount Snow Road, West Dover, Vermont, and West Lake Water Project LLC, a Vermont limited liability company (“West Lake”), with its principal place of business at 89 Grand Summit Way, West Dover, Vermont 05356. RECITALS WHEREAS, Mount Snow is owner of the skiing facility located at 39 Mount Snow Road, West Dover, Vermont, commonly known as “Mount Snow” (“Resort”); and WHEREAS, Mount Snow is also owner of certain real property located in the Town of Wilmington, County of Windham, State of Vermont, as more particularly described on Schedule A attached hereto (the “Premises”) ; and WHEREAS, West Lake is Ground Lessee under that Ground Lease Agreement by Mount Snow, as Ground Lessor, dated as of ____________ for the Premises and other rights and interests as more particularly described and referred to therein (the “Lease”); and WHEREAS, West Lake intends to construct, maintain and operate a Snowmaking System (as defined in the Lease) on a portion of the Premises, as more particularly described in the Lease, comprised of water lines, dams, pumps, pump houses and other equipment associated therewith and a Water Impoundment (as defined in the Lease), consisting of a 120-million gallon water storage pond and associated pumps, piping, weirs, dams and pump house (all of the foregoing, collectively, the “System”); and WHEREAS, West Lake desires to operate the System for the benefit of Mount Snow to provide snowmaking water for the Resort and to sell all of snowmaking water produced by the System to Mount Snow, and Mount Snow desires to purchase all of the snowmaking water produced by the System from West Lake; and NOW THEREFORE IN CONSIDERATION of the mutual covenants contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties covenant and agree as follows:

1. Supply of Water. West Lake hereby agrees to use and operate the System for the Term of this Agreement, and to supply all of the water produced, managed and stored by the System exclusively to Mount Snow, subject to the terms and conditions of this Agreement and the Lease. Mount Snow hereby agrees to procure all water needed for the Resort for snowmaking purposes from West Lake. 2. Term of Agreement. The term of this Agreement shall be commence as of the date hereof and expire within fifty (50) years or the earlier termination of this Agreement (“Term”). Upon not less than ninety (90) days prior written notice to West Lake, but not more than hundred eighty (180) days prior to the expiration of the original term of this Agreement, Mount Snow shall have the one time option to extend the original term of this Agreement by forty-nine (49) years. Notwithstanding the foregoing, in the event the Lease expires or terminates prior to the expiration of the Term or earlier termination of this Agreement, then, at the sole option of Mount Snow, this Agreement shall terminate upon written notice to West Lake. 3. Environmental Impacts. West Lake hereby agrees to monitor any and all environmental impacts that are or may be associated with water withdrawal and replenishment for or related in any manner to the System, including but not limited to mandatory reporting to the State of Vermont’s Department of Environmental Conservation (“DEC”) (and any other applicable governmental authority), along with any supporting documentation thereof including by not limited to detailed reports and analysis that may be required by the DEC. West Lake shall not commit or permit any act or occurrence which results or may result in a release or harm to the environment, violation of any applicable state or federal law or regulation, or impact under, in or on the Premises, the groundwater, surface water, or air. West Lake shall indemnify, defend, and hold harmless Mount Snow, its successors and assigns, from any and all claims, damages, liabilities, expenses or fees related to its operation and use of the System. West Lake shall furnish to Mount Snow true, accurate and complete copies of any reports, correspondence, or filings of any manner sent to the DEC (or other governmental authority) within seven (7) days of submission. 4. Payments. a. As consideration for being supplied all of its snowmaking water Mount Snow shall pay West Lake for the volume of water received and for services reasonably related to delivery of snowmaking water. All water supplied to Mount Snow shall be monitored by meter recording water volume. West Lake shall read each meter on a monthly or otherwise regular basis, and shall report the water usage to Mount Snow. b. Mount Snow shall pay to West Lake on a quarterly basis, in the amount of Five Thousand Dollars ($5,000.00) per one million gallons of snowmaking water supplied to it by West Lake for use at the Resort for snowmaking purposes. Mount Snow shall commence payment for West Lake’s snowmaking water upon receipt of the first delivery of water by West Lake to Mount Snow. c. West Lake shall be responsible for any and all operating expenses incurred at the Premises, with respect to the System, and as otherwise provided in the Lease.

5. Permit Responsibility. West Lake shall be responsible for obtaining any and all permits and regulatory approvals necessary for or associated with supplying snowmaking water to Mount Snow and operating the System. Mount Snow shall retain full and unrestricted right to appear or participate as a party in, or to furnish comments in connection with, any regulatory proceeding or review involving supplying snowmaking water to the Resort. 6. Right to Terminate. a. Inadequate Supply and Authority. Mount Snow may terminate this Agreement and exercise any and all rights and remedies available to it hereunder, at law or in equity if at any time (i) West Lake does not have the legal right or authority to supply snowmaking water to Mount Snow, or (ii) West Lake cannot, in Mount Snow’s reasonable discretion, supply adequate amounts of water to meet Mount Snow’s snowmaking needs. In the event West Lake cannot provide adequate amounts of water to meet Mount Snow’s snowmaking needs, Mount Snow shall have the right supplement its supply of snowmaking water from other sources without waiving any rights under this Agreement, and this Agreement shall not be deemed terminated. b. For Reasons Pertaining to Regulatory Approval. Mount Snow may terminate this Agreement by giving notice to West Lake in writing if West Lake does not obtain all permits and approvals from all applicable governmental authorities, as are necessary for the use of snowmaking water from West Lake’s water storage pond. c. For Reasons Pertaining to Material Adverse Impacts. Mount Snow may terminate this Agreement if the operation of the System causes a Material Adverse Impact (as hereinafter defined) on its business operation. A “Material Adverse Impact” shall mean an impact that substantially impairs Mount Snow’s ability to make snow at the Resort, in Mount Snow’s reasonable discretion. d. Notice to Cure. Notwithstanding anything to the contrary herein, in the event of a Material Adverse Impact, Mount Snow shall provide West Lake with written notice thereof, and Mount Snow shall not have any right to terminate this Agreement unless and until West Lake has not cured such Material Adverse Impact within ninety (90) days following receipt of such notice by Mount Snow. 7. Insurance. During the Term of this Agreement, West Lake, at its sole cost and expense, and for the benefit of Mount Snow, shall carry and maintain commercial general liability insurance, including personal property damage, insuring Mount Snow against liability for injury to persons or property occurring in or about the System or arising out of the ownership, maintenance, use, or occupancy thereof, or any other such insurance reasonably required by Mount Snow. The coverage of such insurance shall not be less than Two Million Dollars ($2,000,000.00) for commercial general insurance, property insurance for not less than the full replacement value of the System, and an umbrella policy of not less than Four Million Dollars ($4,000,000.00) for both. All insurance policies maintained by West Lake pursuant to the terms of this Agreement shall name Mount Snow, Mount Snow’s mortgagees, and West Lake as insureds as their respective interests may appear and shall be written as primary policies which do not contribute to and are not in excess of coverage which Mount Snow may carry. All such

insurance policies shall require the insurance carriers to provide Mount Snow with at least thirty (30) days written notice prior to termination or cancellation of any policy. At the commencement of the Term of this Agreement and thereafter not less than thirty (30) days prior to the expiration date of any policy required hereunder, West Lake shall deliver to Mount Snow certificates of insurance reflecting the required insurance provided under this Section 7, upon request by Mount Snow. 8. Damage and Destruction. In the event the Premises, or any part thereof, including but not limited to the System or any part thereof, is hereafter damaged or destroyed by casualty or otherwise, then West Lake shall promptly repair any such damage or destruction, including any replacements that may be required, and shall defend, hold harmless and indemnify Mount Snow in connection therewith from any third-party claims in the manner set forth in Section 9. West Lake shall also hold harmless and indemnify Mount Snow from any and all damages to Mount Snow proximately caused thereby. This Section shall survive termination of this Agreement. 9. Third-Party Claims. West Lake shall defend, hold harmless and indemnify Mount Snow in full from and against any and all loss, costs (including attorney's fees), damages, claims and liability resulting from any third-party claims against Mount Snow resulting from West Lake’s actions under this Agreement. West Lake shall also defend, hold harmless and indemnify Mount Snow from and against any and all loss, costs (including attorney's fees), damages, claims and liability arising from or relating to the negligence or willful misconduct of West Lake or its officers, agents, contractors, representatives or employees in connection with the operation, maintenance or replacement or repair of the System. This Section shall survive termination of this Agreement. 10. Compliance with Law. West Lake shall comply with all federal, state and municipal laws, statutes, ordinances, orders, rules and/or regulations in connection with this Agreement. West Lake shall defend, hold harmless and indemnify Mount Snow from any and all liabilities or costs arising out of West Lake’s failure to comply with any such non-compliance. This Section shall survive termination of this Agreement. 11. Maintenance, Improvements and Reconstruction. West Lake shall maintain the System in good order and repair, as necessary to comply with all applicable local, state and federal regulations, in conformance with reasonable engineering standards, and as otherwise required under the Lease. In addition, West Lake shall obtain any necessary permits for, and complete any and all capital improvements, or capital reconstruction, reasonably necessary for operation, preservation and maintenance of the System and shall be responsible for paying all of the costs of repair of any damage caused by, or performance of any capital repairs required as a result complying with its obligations under this Agreement. 12. Default by West Lake. The occurrence of any of the following events shall constitute a default and breach of this Agreement if not cured or corrected in accordance herewith (herein referred to as a “Default”). In the event of a Default, Mount Snow may terminate this Agreement by written notice to West Lake. a. Failure by West Lake to observe and perform any provision of this Agreement to be observed or performed by West Lake, where such failure continues for thirty (30) days after receipt of written notice thereof by Mount Snow to West Lake, except that

said thirty (30) day period shall be extended for a reasonable period of time if the alleged default is not reasonably capable of cure within said thirty (30) day period and so long as West Lake commences to cure such default within such initial period of thirty (30) days and thereafter diligently and continuously proceeds to cure the default; or b. The making by West Lake of a general assignment for the benefit of creditors (exclusive of assignments in connection with financings as reasonably approved by Mount Snow), the filing by or against West Lake of a petition to have West Lake deemed bankrupt, or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against West Lake, the same is dismissed within ninety (90) days), the appointment of a trustee or receiver to take possession that is not restored to West Lake within ninety (90) days, or the attainment, execution or other judicial seizure that is not discharged within ninety (90) days; or c. Failure by West Lake to remedy a violation of a condition of any regulatory permit or applicable law related to its use of the Premises within thirty (30) days after receipt of notice from any applicable authority or by Mount Snow of such violation with request to cure same, provided that it shall not be deemed a default hereunder if, at the time of such notice or within thirty (30) days thereafter, West Lake in good faith contests the validity of the violation in a proceeding initiated with the agency or other body with jurisdiction over such permit; or d. Failure by West Lake to satisfy, in full, any indemnity obligation hereunder; or e. An Event of Default under the Lease, as defined therein, shall constitute a Default under this Agreement, and Mount Snow shall have the right to pursue any and all rights and remedies provided under the Lease in addition to any rights and remedies under this Agreement, in its sole discretion; or f. In addition to the remedies provided under this Agreement, in the event of a Default by West Lake, Mount Snow shall have the right, but not the obligation, to (i) cure said Default, at West Lake’s sole cost and expense, and (ii) Mount Snow shall have the right, but not the obligation, to apply any payments due under Section 4 of this Agreement to offset rental payments due under the Ground Lease by West Lake. 13. Default by Mount Snow. The parties covenant and agree that West Lake shall have a claim to terminate this Agreement or to pursue a claim against Mount Snow, its agents, officers or employees for monetary damages arising out of any breach by Mount Snow of a material term of this Agreement and said breach continues for thirty (30) days after receipt of written notice thereof by Mount Snow to West Lake, except that said thirty (30) day period shall be extended for a reasonable period of time if the alleged default is not reasonably capable of cure within said thirty (30) day period and so long as Mount Snow commences to cure such default within such initial period of thirty (30) days and thereafter diligently and continuously proceeds to cure the default. 14. Transfer. The parties covenant and agree that in the event of any transfer of Ground Lessor’s interest in the Premises by foreclosure, deed in lieu of foreclosure, sale or other action, water

payments as provided under Section 4 of this Agreement shall be increased to an amount equal to the lesser of: (i) $1,050,000.00, and (ii) the principal amount owed by West Lake pursuant to that certain promissory note in the principal amount of $30,000,000.00 dated ___________, made payable to Carinthia Group 1, L.P. multiplied by three and one-half percent (3.5%). 15. Notices. Notices and demands required, or permitted, to be sent to those listed hereunder shall be sent by certified mail, return receipt requested, postage prepaid, or by Federal Express or other reputable overnight courier service and shall be deemed to have been given on the date the same is postmarked if sent by certified mail or the day deposited with Federal Express or such other reputable overnight courier service, but shall not be deemed received until one (1) business day following deposit with Federal Express or other reputable overnight courier service or five (5) business days following deposit in the United States Mail, if sent by certified mail to address shown below, or at such other address requested in writing by either party upon thirty (30) days notice to the other party: If to West Lake: Richard Deutsch West Lake Water Project LLC 89 Grand Summit Way PO Box 2805 West Dover, Vermont 05356 If to Mount Snow: General Manager Mount Snow, Ltd. 39 Mount Snow Road PO Box 2810 West Dover, VT 05356 The parties may in writing designate new addresses for purposes of notice hereunder. 16. Binding Effect. All covenants, promises, conditions, representations and agreements herein contained shall be binding upon, apply and inure to the parties hereto and their respective heirs, executors, administrators, successors and assigns. This Agreement shall run with the land. 17. No Waiver. The failure of either West Lake or Mount Snow to insist upon strict performance by the other of any of the covenants, conditions, and terms of this Agreement or to pursue any right hereunder shall not be deemed a waiver of any subsequent breach or default in any of the covenants, conditions and agreements of this Agreement. 18. Applicable Law and Choice of Forum. This Agreement shall be governed by the laws of the State of Vermont. Any litigation arising hereunder shall be prosecuted in a court of competent jurisdiction within the State of Vermont or the United States District Court of the District of Vermont.

19. Entire Agreement. This Agreement contains all of the understandings of the parties hereto with respect to matters covered or mentioned in this Agreement and no prior agreement, letters, representations, warranties, promises, or understandings pertaining to any such matters shall be effective for any such purpose. This Agreement may be amended or added to only by an agreement in writing signed by the parties hereto or their respective successors in interest. 20. Survival. In the event that the Agreement is terminated before the Term has expired, the rights of defense, indemnity, to be held harmless and to restoration shall survive, as shall any claim that arose under the Agreement before the date of termination. 21. Arbitration. In connection with any right of arbitration specifically provided in this Agreement, and unless otherwise agreed by the parties in writing, the arbitration shall take place in West Dover, Vermont, and shall be conducted according to the applicable rules of the American Arbitration Association. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and the two arbitrators so chosen shall choose the third person. Unless otherwise specified herein, the parties shall jointly bear all costs of arbitration. All arbitration shall be binding. 22. Taxes. West Lake shall pay any and all real and personal property taxes levied against the fees paid by Mount Snow for services provided by West Lake. 23. Authority of Parties. West Lake and Mount Snow hereby represent, warrant and affirm that they have full authority to execute this Agreement. They further represent, warrant and affirm to each other that the Agreement is a binding and enforceable obligation. 24. Assignment. West Lake shall not assign its right, title and interest hereunder to any third party except with the prior written consent of Mount Snow, which may be refused for any reason. Notwithstanding the foregoing, West Lake may assign and transfer any or all of its right, title and interest hereunder provided that the assignee agrees in writing to assume all of West Lake's obligations hereunder, to any entity wholly owned and controlled by West Lake; or to the purchaser of all or substantially all of the assets of West Lake, or to an entity that merges or consolidates with or into West Lake or into which West Lake is merged or consolidated. [Signatures on following page]

IN WITNESS WHEREOF, the parties have executed this Agreement under seal, as of this ____ day of _______________, _______.

MOUNT SNOW LTD.

__________________________ Witness:

By:____________________________ Name: Title: Hereunto Duly Authorized

STATE OF VERMONT COUNTY OF _________

At West Dover, Vermont, this __ day of ____________, _______________________, duly authorized officer of Mount Snow Ltd., personally appeared and s/he acknowledged this instrument by his/her sealed and subscribed, to be his/her free act and deed and the free act and deed of Mount Snow Ltd.. Before me, _______________________________ Notary Public: My Commission Expires:

[Signatures continue on following page]

WEST LAKE WATER PROJECT, LLC

__________________________ Witness

By:____________________________ Name: Title: Hereunto Duly Authorized

STATE OF VERMONT COUNTY OF ___________

At West Dover, Vermont, this ___ day of _______________, ____________________, duly authorized officer of West Lake Water Project LLC, personally appeared and s/he acknowledged this instrument by s/he sealed and subscribed, to be s/he free act and deed and the free act and deed of West Lake Water Project LLC. Before me, _______________________________ Notary Public: My Commission Expires:

EXHIBIT B Premises Legal Description

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Schedule A

12614155v.7

EXHIBIT C Pipeline Agreement

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EXHIBIT D Encumbrances

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EXHIBIT E Form of SNDA

12613823v.8

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