Peak Resorts Inc (Form: 8-K, Received: 11/08/2016 16:54:11)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): November 2, 201 6

PEAK RESORTS, INC.

(Exact name of registrant as specified in its charter)

Missouri	001-35363	43-1793922
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File Number)	Identification No.)



17409 Hidden Valley Drive
Wildwood, Missouri		63025
(Address of principal executive offices)		(Zip Code)

(636) 938-7474

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act.

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on August 22, 2016, Peak Resorts, Inc. (the “Company”) entered into the Securities Purchase Agreement (the “Securities Purchase Agreement”) with CAP 1 LLC (the “Investor”) in connection with the sale and issuance of $20 million of Series A Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), and three warrants to purchase the Company’s common stock, as described herein (the “Private Placement”). On November 2, 2016 (the “Closing Date”), the Company completed the sale and issuance of the Series A Preferred Stock and warrants to the Investor in the Private Placement.

Waiver and Amendment of Securities Purchase Agreement

On November 2, 2016, the Company entered into the Waiver and Amendment of Securities Purchase Agreement (the “Waiver”) with the Investor. The terms of the Securities Purchase Agreement included as a condition to the Private Placement closing the requirement that the Company’s lender eliminate any provision requiring the Company to fund a reserve or other similar account in the event of the failure to meet a specified financial ratio. In lieu of this condition, the Waiver stipulates that the Investor accepts the terms of the Modification of Master Credit Agreements (the “Modification Agreement”), dated effective as of October 24, 2016, by and among the Company and certain of its subsidiaries and affiliates and EPT Mount Snow, Inc., EPT Ski Properties, Inc. and EPT Mad River, Inc. The Modification Agreement stipulates that the additional debt service deposits due to the lender have been reduced to $1.1 million in cash or letter of credit, subject to adjustment, and the fixed charge coverage ratio will not be measured again until on or after May 1, 2017. The material terms of the Modification Agreement are described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 28, 2016.

The foregoing description of the Waiver is qualified in its entirety by reference to the Waiver, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Warrants

On November 2, 2016, in connection with the completion of the Private Placement, the Company issued the Investor three warrants to purchase shares of the Company’s common stock as follows: (i) 1,538,462 shares of the Company’s common stock at $6.50 per share (“Warrant No. 1”); (ii) 625,000 shares of common stock at $8.00 per share (“Warrant No. 2”); and (iii) 555,556 shares of common stock at $9.00 per share (“Warrant No. 3” and together with Warrant No. 1 and Warrant No. 2, the “Warrants”). The terms of the Warrants are all identical except for the number of shares for which the Warrants are exercisable and the exercise prices of each of the Warrants.

Each of the Warrants may be exercised in whole or in part at any time for a period of 12 years from the date of issuance. The exercise price must be paid in cash. The exercise price of the Warrants and the number of shares of common stock issuable upon exercise of the Warrants are subject to adjustment in the event of a stock split, stock dividend, reorganization, reclassification, consolidation, merger, sale and similar transaction.

The foregoing description of the Warrants is qualified in its entirety by reference to Warrant No. 1, Warrant No. 2, and Warrant No. 3, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Registration Rights Agreement

In connection with the closing of the Private Placement, on November 2, 2016, the Company entered into a Registration Rights Agreement with the Investor that grants the following registration rights with respect to the common stock issuable upon conversion of the Series A Preferred Stock and exercise of the Warrants, exercisable by the holders of a majority of the registrable securities: (i) at any time after six months following the Closing Date, demand registration rights on a Form S-3 (i.e., a short-form registration); (ii) at any time after six months following the Closing Date, demand registration rights on a Form S-1 (i.e., a long-form registration); and (iii) piggyback registration rights.

The Company is not required to effect more than four short-form registrations or two long-form registrations during any nine-month period or any demand registration unless the number of registrable securities sought to be registered is at least 30% of the registrable securities for a short-form registration or 50% of the registrable securities for a long-form registration and, in any event, not less than 100,000 registrable securities. The Company may delay the filing of or causing to be effective any registration statement if the Company determines in good faith that such registration will (i) materially and adversely affect the negotiation or consummation of any actual or pending material transaction; or (ii) otherwise have a material adverse effect, provided that the Company may not exercise such right to delay more than once in any consecutive 12 month period or for more than 90 days. The Registration Rights Agreement also includes customary provisions regarding market standoffs, registration procedures and expenses, blackout periods, indemnification, reporting required to comply with Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and confidentiality.

The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Stockholders’ Agreement

On November 2, 2016, in connection with the closing of the Private Placement, the Company entered into the Stockholders’ Agreement (the “Stockholders’ Agreement”) together with Timothy D. Boyd, Stephen J. Mueller and Richard K. Deutsch (the “Management Stockholders”) and the Investor.

The Stockholders’ Agreement provides that Investor has a right to nominate a director to sit on the Company’s Board of Directors so long as it beneficially owns, on a fully diluted, as-converted basis, at least 20% of the outstanding equity securities of the Company, subject to satisfaction of reasonable qualification standards and Nominating and Corporate Governance Committee approval of the nominee.

The Stockholders’ Agreement restricts transfers of the Company’s securities by the Investor and the Management Stockholders, or subjects such transfers to certain conditions, except (i) to permitted transferees; (ii) pursuant to a public sale; (iii) pursuant to a merger or similar transaction; or (iv) with respect to the Investor, with the prior consent of the Company, which shall not be unreasonably withheld. Transferees of Management Stockholders (other than transferees pursuant to a public sale or merger or similar transaction) generally remain bound by the Stockholders’ Agreement. Transferees of the Investor (other than affiliates) do not have all of the Investor’s rights thereunder.

In the event of a desired transfer of equity securities held by Management Stockholders (other than pursuant to clauses (i) through (iii) in the paragraph above) the Investor may exercise a right of first offer to purchase all, but not less than all, of the offered shares and has tag along rights providing the Investor the right to participate in the transfer in accordance with the terms of the Stockholders’ Agreement. In the event of a desired transfer of equity securities held by the Investor (other than pursuant to clauses (i) through

(iii) in the paragraph above) the Company shall have a right of first refusal to purchase all, but not less than all, of the offered shares.

Pursuant to the terms of the Stockholders’ Agreement, for so long as at least 50% of the Series A Preferred Stock issued in the Private Placement is outstanding and the Investor beneficially owns, on a fully diluted, as-converted basis, at least 11.4% of the outstanding equity securities of the Company (the “11.4% Ownership Requirement”), the Investor shall have pre-emptive rights with respect to future issuances of securities, subject to standard exceptions. Furthermore, for so long as the Investor meets the 11.4% Ownership Requirement, the Investor’s approval is required in order for the Company or any subsidiary to (i) materially change the nature of its business from owning, operating and managing ski resorts; (ii) acquire or dispose of any resorts, assets or properties for aggregate consideration equal to or greater than 30% of the enterprise value of the Company and its subsidiaries; or (iii) agree to do any of the foregoing.

The Stockholders’ Agreement terminates upon the earliest of (i) the date on which none of the Investor or the Management Stockholders owns any equity securities; (ii) the dissolution, liquidation or winding up of the Company; (iii) a change of control; or (iv) the unanimous agreement of all stockholders party to the Stockholders’ Agreement.

The foregoing description of the Stockholders’ Agreement is qualified in its entirety by reference to the Stockholders’ Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The sale and issuance of the Series A Preferred Stock and the Warrants to the Investor upon completion of the Private Placement, and the issuance of shares of common stock upon conversion and exercise thereof, have been determined to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

The Investor has represented that it (i) is an accredited investor, as that term is defined in Regulation D; (ii) is acquiring the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof; (iii) has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the securities; (iv) has had adequate access to information about the Company; (v) is not purchasing the securities as a result of any general solicitation; and (vi) is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act, excluding Rule 506(d)(2) or (d)(3).

The securities contain a restrictive legend advising that the securities may not be offered for sale, sold, transferred, or assigned without having first been registered under the Securities Act or pursuant to an exemption from the Securities Act.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 2, 2016, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors appointed Rory A. Held to serve as director of the Company. Mr. Held serves as Senior Vice President and Portfolio Manager of Summer Road LLC, which serves as a family office and provides investment management services to the Investor. As described under Items 1.01 and

3.02 of this Current Report on Form 8-K, the Investor purchased $20 million of Series A Preferred Stock from the Company and received Warrants to purchase shares of the Company’s Common Stock, and in connection therewith, entered into the Registration Rights Agreement and Stockholders’ Agreement with the Company. Mr. Held was appointed to the Board pursuant to the terms of the Stockholders’ Agreement. The information included in Item 1.01 to this Current Report on Form 8-K is incorporated by reference into this Item 5.02. Mr. Held has no equity interest in, or other relationship with, the Investor or Summer Road LLC.

The Company will compensate Mr. Held for his services in accordance with the Company’s non-employee director compensation program, which provides for total annual compensation of $75,000, half of which is payable in cash and half of which is payable in restricted stock units (“RSUs”). Mr. Held’s compensation will be pro-rated from the date of his appointment. Pursuant to an arrangement between Mr. Held and Summer Road LLC, any compensation that would otherwise be payable to Mr. Held will be paid directly to Summer Road LLC as his employer. On November 7, 2016, Summer Road LLC was granted a total of 8,630 RSUs representing the 2016 annual director grant that would have otherwise been issued to Mr. Held. The RSUs were issued under the Company’s 2014 Equity Incentive Plan and vest one year from the date of grant. Vested RSUs are payable six months after the director’s termination of service on the Board in shares of the Company’s common stock or in cash, at the discretion of the Compensation Committee. The RSUs granted to Summer Road LLC are subject to the terms and conditions set forth in the Peak Resorts, Inc. Restricted Stock Unit Agreement, the form of which is filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on March 15, 2016 and incorporated herein by reference.

In connection with Mr. Held’s appointment, Mr. Held and the Company executed the Company’s standard form of director indemnification agreement. Under the terms of the indemnification agreement, subject to certain exceptions specified therein, the Company will indemnify Mr. Held to the fullest extent permitted by Missouri law in the event that he becomes a party to or a participant in certain claims, investigations and/or other proceedings as a result of his services as a director (or for service in such other positions at the request of the Company), including with respect to enforcement of his rights under the agreement. The Company also will, subject to certain exceptions and conditions, advance specified expenses incurred in connection with such claims, investigations and/or other proceedings.

The foregoing description of the indemnification agreement is qualified in its entirety by reference to the form of the Company’s indemnification agreement, which is filed as Exhibit 10.44 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 20, 2014 and incorporated herein by reference.

Item 8.01. Other Events.

On November 2, 2016, the Company issued a press release announcing the completion of the Private Placement and entry into the Modification Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.


Exhibit No.		Description of Exhibit
4.1		Warrant No. 1 issued to CAP 1 LLC, dated as of November 2, 2016.
4.2		Warrant No. 2 issued to CAP 1 LLC, dated as of November 2, 2016.
4.3		Warrant No. 3 issued to CAP 1 LLC, dated as of November 2, 2016.
10.1		Waiver and Amendment of Securities Purchase Agreement, dated as of November 2, 2016, by and between Peak Resorts, Inc. and CAP 1 LLC.

10.2		Registration Rights Agreement, dated as of November 2, 2016, between Peak Resorts, Inc. and CAP 1 LLC.
10.3		Stockholders’ Agreement, dated as of November 2, 2016, among Peak Resorts, Inc., Timothy D. Boyd, Stephen J. Mueller, Richard K. Deutsch and CAP 1 LLC.
10.4		Form of Peak Resorts, Inc. Restricted Stock Unit Agreement (filed as Exhibit 10.7 to the Quarterly Report on Form 10-Q filed on March 15, 2016 and incorporated herein by reference).
10.5		Form of Peak Resorts, Inc. Indemnification Agreement (filed as Exhibit 10.44 to the Company’s Registration Statement on Form S-1 filed on October 20, 2014 and incorporated herein by reference).
99.1		Press Release issued by Peak Resorts, Inc., dated November 2, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 8 , 201 6


	PEAK RESORTS, INC. (Registrant)


	By:	/s/ Stephen J. Mueller
	Name:	Stephen J. Mueller
	Title:	Chief Financial Officer

WARRANT

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW.

THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) IS SUBJECT TO A STOCKHOLDERS’ AGREEMENT, DATED AS OF THE DATE HEREOF, BY AND AMONG PEAK RESORTS, INC. (THE “ COMPANY ”), CERTAIN STOCKHOLDERS OF THE COMPANY, AND THE ORIGINAL HOLDER HEREOF (AS AMENDED FROM TIME TO TIME, THE “ STOCKHOLDERS’ AGREEMENT ”). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS WARRANT MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT. A COPY OF THE STOCKHOLDERS’ AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON REQUEST.

Warrant Certificate No.: 1
Original Issue Date: November 2, 2016

FOR VALUE RECEIVED, Peak Resorts, Inc., a Missouri corporation (the “ Company ”), hereby certifies that CAP 1 LLC, a Delaware limited liability company, or its registered assigns (the “ Holder ”) is entitled to purchase from the Company 1,538,462 duly authorized, validly issued, fully paid and nonassessable Warrant Shares (as defined below and subject to adjustment as provided herein) at a purchase price per share of $6.50 (subject to adjustment as provided herein, the “ Exercise Price ”) at any time and from time to time during the Exercise Period (as defined below), all subject to the terms, conditions and adjustments set forth below in this Warrant. Certain capitalized terms used herein are defined in Section 1 hereof.

This Warrant has been issued pursuant to the terms of the Securities Purchase Agreement, dated as of August 22, 2016 (the “ Purchase Agreement ”), between the Company and the Holder. Holder acknowledges and agrees that this Warrant and the Warrant Shares are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state law and the Company is relying on the truth and accuracy of the Holder’s representations, warranties and agreements contained herein and in the Purchase Agreement in order to determine the application of such exemptions.

1. Definitions . As used in this Warrant, the following terms have the respective meanings set forth below:

“ Aggregate Exercise Price ” means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price.

“ Board ” means the board of directors of the Company.

“ Business Day ” means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in Missouri or New York are authorized or obligated by law or executive order to close.

“ Common Stock ” means the common stock, par value $0.01 per share, of the Company, and any capital stock into which such Common Stock shall have been converted, exchanged or reclassified following the date hereof.

“ Company ” has the meaning set forth in the preamble.

“ Convertible Securities ” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding Options, this Warrant, the Investor Warrants and the Series A Preferred Shares purchased pursuant to the Purchase Agreement.

“ Exercise Date ” means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in Section 3 shall have been satisfied at or prior to 5:00 p.m., EST time, on a Business Day, including, without limitation, the receipt by the Company of the Exercise Agreement, the Warrant and the Aggregate Exercise Price.

“ Exercise Agreement ” has the meaning set forth in Section 3(a)(i).

“ Exercise Period ” has the meaning set forth in Section 2 .

“ Exercise Price ” has the meaning set forth in the preamble.

“ Holder ” has the meaning set forth in the preamble.

“ Investor Warrants ” means this Warrant, Warrant Certificate No. 2 dated as of the date hereof exercisable for 625,000 shares of Common Stock at an exercise price of $8.00 per share and Warrant Certificate No. 3 dated as of the date hereof exercisable for 555,556 shares of Common Stock at an exercise price of $9.00 per share.

“ Options ” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities other than this Warrant, the Investor Warrants and the Purchase Agreement.

“ Original Issue Date ” means the date on which the Warrant was issued by the Company pursuant to the Purchase Agreement.

“ Person ” means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof.

“ Purchase Agreement ” has the meaning set forth in the preamble.

“ Series A Preferred Shares ” means the Series A Convertible Preferred Stock of the Company, par value $0.01 per share.

“ Warrant ” means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.

“ Warrant Shares ” means the shares of Common Stock or other capital stock of the Company then purchasable upon exercise of this Warrant in accordance with the terms of this Warrant.

2. Term of Warrant . Subject to the terms and conditions hereof, at any time or from time to time after the date hereof and prior to 5:00 p.m., EST time, on the twelfth (12th) anniversary of the date hereof or, if such day is not a Business Day, on the next succeeding Business Day (the “ Exercise Period ”), the Holder of this Warrant may exercise this Warrant for all or any part of the Warrant Shares purchasable hereunder (subject to adjustment as provided herein). Upon the expiration of the Exercise Period, any portion of this Warrant not exercised shall be void and of no value.

3. Exercise of Warrant .

(a) Exercise Procedure . This Warrant may be exercised from time to time on any Business Day during the Exercise Period, for all or any part of the unexercised Warrant Shares, upon:

(i) surrender of this Warrant to the Company at its then principal executive offices (or an affidavit of loss and indemnification undertaking with respect to this Warrant in accordance with Section 9 in the case of its loss, theft or destruction), together with an Exercise Agreement in the form attached hereto as Exhibit A (each, an “ Exercise Agreement ”), duly completed (including specifying the number of Warrant Shares to be purchased) and executed; and

(ii) payment to the Company of the Aggregate Exercise Price by wire transfer of immediately available funds to an account designated in writing by the Company in the amount of such Aggregate Exercise Price.

(b) Delivery of Stock Certificates . Upon receipt by the Company of the Exercise Agreement, surrender of this Warrant and payment of the Aggregate Exercise Price (in accordance with Section 3(a) hereof), the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute (or cause to be executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates representing the Warrant Shares issuable upon such exercise, together with cash in lieu of any fraction of a share, as provided in Section 3(c) hereof. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as the exercising Holder shall reasonably request in the Exercise Agreement and shall be registered in the name of the Holder or, subject to compliance with Section 7 below, such other Person's name as shall be designated in the Exercise Agreement. This Warrant shall be deemed to have been exercised and such certificate or certificates of Warrant Shares shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the Exercise Date.

(c) Fractional Shares . The Company shall not be required to issue a fractional Warrant Share upon exercise of any Warrant. As to any fraction of a Warrant Share that the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay to such Holder an amount in cash (by delivery of a certified or official bank check or by wire transfer of immediately available funds) equal to the product of (i) such fraction multiplied by (ii) the closing price of one share of Common Stock as reported on the principal trading market for the Common Stock on the Exercise Date.

(d) Delivery of New Warrant . Unless the purchase rights represented by this Warrant shall have expired or shall have been fully exercised, the Company shall, at the time of delivery of the certificate or certificates representing the Warrant Shares being issued in accordance with Section 3(b ) hereof, deliver to the Holder a new Warrant evidencing the remaining rights of the Holder to purchase the unexpired and unexercised Warrant Shares called for by this Warrant. Such new Warrant shall in all other respects be identical to this Warrant.

(e) Valid Issuance of Warrant and Warrant Shares; Payment of Taxes . With respect to the exercise of this Warrant, the Company hereby represents, covenants and agrees:

(i) This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued.

(ii) All Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, and the Company shall take all such actions as may be reasonably necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company and free and clear of all taxes (subject to and without limiting clause (iv) below), liens and charges.

(iii) Subject to the representations and warranties of the Holder and the covenants of the Holder in the Purchase Agreement and in this Warrant being fulfilled, the Company shall take all such actions as may be reasonably necessary to ensure that all such Warrant Shares are issued without violation by the Company of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares may be listed at the time of such exercise (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).

(iv) The Company shall pay all expenses in connection with, and all issue or transfer taxes, withholding taxes, transfer agent fees, or other incidental taxes or expenses that may be imposed with respect to, the issuance or delivery of Warrant Shares upon exercise of this Warrant; provided, that the Company shall not be required to pay any tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery of the Warrant Shares to any Person other than the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

(f) Conditional Exercise . Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.

4. Reservation of Shares . During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but unissued Common Stock or other securities constituting Warrant Shares, solely for the purpose of issuance upon the exercise of this Warrant, the maximum number of Warrant Shares issuable upon the exercise of this Warrant, and the par value per Warrant Share shall at all times be less than or equal to the applicable Exercise Price. The Company shall not increase the par value of any Warrant Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, and shall take all such actions as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.

5. Adjustment to Exercise Price and Number of Warrant Shares . In order to prevent dilution of the purchase rights granted under this Warrant, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 5 (in each case, after taking into consideration any prior adjustments pursuant to this Section 5 ).

(a) Adjustment Upon Dividend, Subdivision or Combination of Common Stock . If the Company shall, at any time or from time to time after the Original Issue Date, (i) pay a dividend or make any other distribution upon the Common Stock or any other capital stock of the Company payable in shares of Common Stock or in Options or Convertible Securities or (ii) subdivide (by any stock split, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to any such dividend, distribution or subdivision shall be proportionately reduced (but the aggregate Exercise Price payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall remain the same) and the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately increased. If the Company at any time combines (by combination, reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased (but the aggregate Exercise Price payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall remain the same) and the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately decreased. All such adjustments under this subsection (a) shall be calculated as follows: (i) the Exercise Price will be adjusted by multiplying the Exercise Price then in effect by a fraction, the numerator of which equals the number of shares of Common Stock outstanding immediately prior to such event (excluding treasury shares, if any), and the denominator of which equals the number of shares of Common Stock outstanding immediately after such event (excluding treasury shares, if any), and (ii) the number of Warrant Shares issuable hereunder shall be concurrently adjusted by multiplying such number by the reciprocal of such fraction. Any adjustment under this Section 5(a) shall become effective (i) if a record date shall have been fixed for determining the stockholders or security holders, as applicable, of the Company entitled to receive such dividend, distribution or issuance by reclassification, as the case may be, immediately after such record date, or (ii) otherwise, at the close of business on the date the dividend, subdivision or combination becomes effective.

(b) Adjustment Upon Reorganization, Reclassification, Consolidation or Merger. In the event of any (i) capital reorganization of the Company (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split up or combination of shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially all of the Company’s assets to another Person or (v) other similar transaction, including a tender offer (other than any such transaction covered by Section 5(a) ), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction (including a tender offer), remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar transaction (including a tender offer) if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction (including a tender offer) and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant) and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the Holder’s rights under this Warrant to insure that the provisions of this Section 4 hereof shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant.

The provisions of this Section 5(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions (including a tender offer). The Company shall not effect any such reorganization, reclassification, consolidation, merger, sale or similar transaction (including a tender offer) unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation, merger, sale or similar transaction (including a tender offer), or Person making such tender offer, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant.

Notwithstanding anything to the contrary contained herein, with respect to any corporate event or other transaction contemplated by the provisions of this Section 5(b) , the Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section 2 instead of giving effect to the provisions contained in this Section 5(b) with respect to this Warrant.

(i) As promptly as reasonably practicable following any adjustment of the Exercise Price, but in any event not later than two (2) Business Days thereafter, the Company shall furnish to the Holder a certificate of an executive officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation thereof.

(ii) As promptly as reasonably practicable following the receipt by the Company of a written request by the Holder, but in any event not later than two (2) Business Days thereafter, the Company shall furnish to the Holder a certificate of an executive officer certifying the Exercise Price then in effect and the number of Warrant Shares or the amount, if any, of other shares of stock, securities or assets then issuable upon exercise of the Warrant.

(d) Notices . In the event:

(i) that the Company shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon exercise of the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, to vote at a meeting (or by written consent), to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; or

(ii) of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another Person, or sale of all or substantially all of the Company's assets to another Person; or

(iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company;

then, and in each such case, the Company shall send or cause to be sent to the Holder at least two (2) days prior to the applicable record date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record date for such dividend, distribution, meeting or consent or other right or action, and a description of such dividend, distribution or other right or action to be taken at such meeting or by written consent, or (B) the effective date on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up is

proposed to take place, and the date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken with respect to which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Warrant and the Warrant Shares. No such notice shall be given if the Company reasonably determines that the giving of such notice would require disclosure of material information which the Company has a bona fide purpose for preserving as confidential or the disclosure of which would not be in the best interests of the Company.

6. Stockholders’ Agreement . This Warrant and all Warrant Shares issuable upon exercise of this Warrant are and shall become subject to, and have the benefit of, the Stockholders’ Agreement, and the Holder shall be required, for so long as the Holder holds this Warrant or any Warrant Shares, to become and remain a party to the Stockholders’ Agreement.

7. Transfer of Warrant . Subject to the transfer conditions referred to in the legend endorsed hereon and the terms and conditions of the Stockholders’ Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant to the Company at its then principal executive offices with a properly completed and duly executed Assignment in the form attached hereto as Exhibit B, together with funds sufficient to pay any transfer taxes described in Section 3(e)(iv) in connection with the making of such transfer. Upon such compliance, surrender and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled.

8. Holder not Deemed a Stockholder . Except as otherwise specifically provided herein, prior to the issuance to the Holder of the Warrant Shares to which the Holder is then entitled to receive upon the due exercise of this Warrant, the Holder shall not be entitled, by virtue of this Warrant, to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise.

9. Replacement on Loss; Division and Combination .

(a) Replacement of Warrant on Loss . Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written indemnification agreement and affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such Warrant for cancellation to the Company, the Company at its own expense shall execute and deliver to the Holder, in lieu hereof, a new Warrant of like tenor and exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, mutilated or destroyed; provided, that, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation.

(b) Division and Combination of Warrant . Subject to compliance with the applicable provisions of this Warrant and the Stockholders’ Agreement as to any transfer or other assignment which may be involved in such division or combination, this Warrant may be divided or, following any such

division of this Warrant, subsequently combined with other Warrants, upon the surrender of this Warrant or Warrants to the Company at its then principal executive offices, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the respective Holders or their agents or attorneys. Subject to compliance with the applicable provisions of this Warrant and the Stockholders’ Agreement as to any transfer or assignment which may be involved in such division or combination, the Company shall at its own expense execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants so surrendered in accordance with such notice. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable in the aggregate for an equivalent number of Warrant Shares as the Warrant or Warrants so surrendered in accordance with such notice.

10. No Impairment . The Company shall not, by amendment of its Articles of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder, but shall at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the Holder in order to protect the exercise rights of the Holder against dilution or other impairment, consistent with the tenor and purpose of this Warrant.

11. Compliance with the Securities Act .

(a) Agreement to Comply with the Securities Act; Legend . The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 11 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “ Securities Act ”). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form:

Until the Stockholders’ Agreement is terminated or otherwise ceases to be applicable to this Warrant and the Warrant Shares in accordance with the terms of the Stockholders’ Agreement, this Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with a legend in substantially the following form:

“THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) IS SUBJECT TO A STOCKHOLDERS’ AGREEMENT, DATED AS OF THE DATE HEREOF, BY AND AMONG PEAK RESORTS, INC. (THE “ COMPANY ”), CERTAIN STOCKHOLDERS OF THE COMPANY, AND THE ORIGINAL HOLDER HEREOF (AS AMENDED FROM TIME TO TIME, THE “ STOCKHOLDERS’ AGREEMENT ”). NO TRANSFER, SALE,

ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS WARRANT MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT. A COPY OF THE STOCKHOLDERS’ AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON REQUEST.”

(b) Representations of the Holder . In addition to the representations and warranties set forth in the Purchase Agreement, in connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows:

(i) The Holder is an “ accredited investor ” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act.

(ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

(iii) The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

12. Warrant Register . The Company shall keep and properly maintain at its principal executive offices books for the registration of the Warrant and any transfers thereof. The Company may deem and treat the Person in whose name the Warrant is registered on such register as the Holder thereof for all purposes, and the Company shall not be affected by any notice to the contrary, except any assignment, division, combination or other transfer of the Warrant effected in accordance with the provisions of this Warrant.

13. Notices . All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13 ).

If to the Company: Peak Resorts, Inc.

Address: 17409 Hidden Valley Drive, Wildwood, MO 63025

E-mail: timboyd@skihv.com

Attention: Chief Executive Officer

with a copy to: Armstrong Teasdale

Address:  7700 Forsyth Blvd., Suite 1800, St. Louis, MO 63105
Facsimile:  314-552-4886
E-mail: jbyrne@armstrongteasdale.com
Attention:  Jennifer Byrne

If to the Holder: CAP 1 LLC

Address: 655 Madison Avenue, New York, NY 10065

Facsimile: 212 317 4169
E-mail: rh@srllc.com
Attention: Rory Held

with a copy to: Chadbourne & Parke LLP
Address: 1301 Avenue of the Americas, New York, NY 10019 - 6022

Facsimile: 212-541-5369
E-mail: fvellucci@chadbourne.com
Attention: Frank S. Vellucci

14. Cumulative Remedies . Except to the extent expressly provided in this Warrant to the contrary, the rights and remedies provided in this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or remedies available at law, in equity or otherwise.

15. Equitable Relief . Each of the Company and the Holder acknowledges that a breach or threatened breach by such party of any of its obligations under this Warrant would give rise to irreparable harm to the other party hereto for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, the other party hereto shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction.

16. Entire Agreement . This Warrant, together with the Stockholders’ Agreement and the Purchase Agreement (and the other Transaction Documents referenced therein), constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Warrant, the Stockholders’ Agreement and the Purchase Agreement, the statements in the body of this Warrant shall control.

17. Successor and Assigns . This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties hereto and the successors of the Company and the successors and assigns of the Holder. Such successors and/or assigns of the Holder shall be deemed to be a Holder for all purposes hereunder.

18. No Third-Party Beneficiaries . This Warrant is for the sole benefit of the Company and the Holder and their respective successors and, in the case of the Holder, permitted assigns and nothing

herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.

19. Headings . The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.

20. Amendment and Modification; Waiver . Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

21. Severability . If any term or provision of this Warrant is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Warrant or invalidate or render unenforceable such term or provision in any other jurisdiction.

22. Governing Law . This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York.

23. Submission to Jurisdiction . Any legal suit, action or proceeding arising out of or based upon this Warrant or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the city of New York and County of Manhattan, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by certified or registered mail to such party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

24. Waiver of Jury Trial . Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated hereby.

25. Counterparts . This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Warrant delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant.

26. No Strict Construction . This Warrant shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

IN WITNESS WHEREOF, the Company has duly executed this Warrant on the Original Issue Date.


PEAK RESORTS, INC.
	By: /s/ Timothy D. Boyd
Name: Timothy D. Boyd
Title: President and CEO
Accepted and agreed,
CAP 1 LLC
	By: /s/ Stephen A. Ives
Name: Stephen A. Ives
Title: Vice-President

EXHIBIT A

EXERCISE AGREEMENT

The undersigned hereby irrevocably elects to purchase shares (the “ Shares ”) of common stock, par value $0.01 per share (“ Common Stock ”), of Peak Resorts, Inc., a Missouri corporation, pursuant to Warrant No. , originally issued on ___________, 2016 (the “ Warrant ”). The undersigned elects to utilize the following manner of exercise:


Shares:

		Full Exercise of Warrant
		Partial Exercise of Warrant (in the amount of Shares)

Exercise Price:	$	Payable in accordance with Section 3(a)(ii) of the Warrant

Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned.


Date:

Full Name of Holder * :

Signature of Holder or Authorized Representative:

Name and Title of Authorized Representative † :

Additional Signature of Holder (if jointly held):

Social Security or Tax Identification Number:

Address of Holder:

*	Must conform in all respects to name of holder as specified on the face of the Warrant.

EXHIBIT B

ASSIGNMENT

[ To be completed and signed only upon transfer of Warrant ]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the right represented by the attached Warrant to purchase shares of Common Stock of Peak Resorts, Inc., a Missouri corporation (the “ Company ”), to which the Warrant relates and appoints as attorney to transfer said right on the books of the Company with full power of substitution in the premises.


Date:

Full Name of Holder * :

Signature of Holder or Authorized Representative:

Name and Title of Authorized Representative † :

Additional Signature of Holder (if jointly held):

Address of Holder:





Full Name of Transferee:

Address of Transferee:





In the presence of:

*	Must conform in all respects to name of holder as specified on the face of the Warrant.

†	If applicable.

WARRANT

Warrant Certificate No.: 2
Original Issue Date: November 2, 2016

FOR VALUE RECEIVED, Peak Resorts, Inc., a Missouri corporation (the “ Company ”), hereby certifies that CAP 1 LLC, a Delaware limited liability company, or its registered assigns (the “ Holder ”) is entitled to purchase from the Company 625,000 duly authorized, validly issued, fully paid and nonassessable Warrant Shares (as defined below and subject to adjustment as provided herein) at a purchase price per share of $8.00 (subject to adjustment as provided herein, the “ Exercise Price ”) at any time and from time to time during the Exercise Period (as defined below), all subject to the terms, conditions and adjustments set forth below in this Warrant. Certain capitalized terms used herein are defined in Section 1 hereof.

1. Definitions . As used in this Warrant, the following terms have the respective meanings set forth below:

“ Board ” means the board of directors of the Company.

“ Business Day ” means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in Missouri or New York are authorized or obligated by law or executive order to close.

“ Company ” has the meaning set forth in the preamble.

“ Exercise Agreement ” has the meaning set forth in Section 3(a)(i).

“ Exercise Period ” has the meaning set forth in Section 2 .

“ Exercise Price ” has the meaning set forth in the preamble.

“ Holder ” has the meaning set forth in the preamble.

“ Investor Warrants ” means this Warrant, Warrant Certificate No. 1 dated as of the date hereof exercisable for 1,538,462 shares of Common Stock at an exercise price of $6.50 per share and Warrant Certificate No. 3 dated as of the date hereof exercisable for 555,556 shares of Common Stock at an exercise price of $9.00 per share.

“ Original Issue Date ” means the date on which the Warrant was issued by the Company pursuant to the Purchase Agreement.

“ Purchase Agreement ” has the meaning set forth in the preamble.

“ Series A Preferred Shares ” means the Series A Convertible Preferred Stock of the Company, par value $0.01 per share.

“ Warrant ” means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.

“ Warrant Shares ” means the shares of Common Stock or other capital stock of the Company then purchasable upon exercise of this Warrant in accordance with the terms of this Warrant.

3. Exercise of Warrant .

(a) Exercise Procedure . This Warrant may be exercised from time to time on any Business Day during the Exercise Period, for all or any part of the unexercised Warrant Shares, upon:

(e) Valid Issuance of Warrant and Warrant Shares; Payment of Taxes . With respect to the exercise of this Warrant, the Company hereby represents, covenants and agrees:

(i) This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued.

(d) Notices . In the event:

(iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company;

9. Replacement on Loss; Division and Combination .

11. Compliance with the Securities Act .

If to the Company: Peak Resorts, Inc.

Address: 17409 Hidden Valley Drive, Wildwood, MO 63025

E-mail: timboyd@skihv.com

Attention: Chief Executive Officer

with a copy to: Armstrong Teasdale

Address:  7700 Forsyth Blvd., Suite 1800, St. Louis, MO 63105
Facsimile:  314-552-4886
E-mail: jbyrne@armstrongteasdale.com
Attention:  Jennifer Byrne

If to the Holder: CAP 1 LLC

Address: 655 Madison Avenue, New York, NY 10065

Facsimile: 212 317 4169
E-mail: rh@srllc.com
Attention: Rory Held

with a copy to: Chadbourne & Parke LLP
Address: 1301 Avenue of the Americas, New York, NY 10019 - 6022

Facsimile: 212-541-5369
E-mail: fvellucci@chadbourne.com
Attention: Frank S. Vellucci

18. No Third-Party Beneficiaries . This Warrant is for the sole benefit of the Company and the Holder and their respective successors and, in the case of the Holder, permitted assigns and nothing

herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.

19. Headings . The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.

IN WITNESS WHEREOF, the Company has duly executed this Warrant on the Original Issue Date.


PEAK RESORTS, INC.
	By: /s/ Timothy D. Boyd
Name: Timothy D. Boyd
Title: President and CEO
Accepted and agreed,
CAP 1 LLC
	By: /s/ Stephen A. Ives
Name: Stephen A. Ives
Title: Vice-President

EXHIBIT A

EXERCISE AGREEMENT


Shares:

		Full Exercise of Warrant
		Partial Exercise of Warrant (in the amount of Shares)

Exercise Price:	$	Payable in accordance with Section 3(a)(ii) of the Warrant

Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned.


Date:

Full Name of Holder * :

Signature of Holder or Authorized Representative:

Name and Title of Authorized Representative † :

Additional Signature of Holder (if jointly held):

Social Security or Tax Identification Number:

Address of Holder:

*	Must conform in all respects to name of holder as specified on the face of the Warrant.

EXHIBIT B

ASSIGNMENT

[ To be completed and signed only upon transfer of Warrant ]


Date:

Full Name of Holder * :

Signature of Holder or Authorized Representative:

Name and Title of Authorized Representative † :

Additional Signature of Holder (if jointly held):

Address of Holder:





Full Name of Transferee:

Address of Transferee:





In the presence of:

*	Must conform in all respects to name of holder as specified on the face of the Warrant.

†	If applicable.

WARRANT

Warrant Certificate No.: 3
Original Issue Date: November 2, 2016

FOR VALUE RECEIVED, Peak Resorts, Inc., a Missouri corporation (the “ Company ”), hereby certifies that CAP 1 LLC, a Delaware limited liability company, or its registered assigns (the “ Holder ”) is entitled to purchase from the Company 555,556 duly authorized, validly issued, fully paid and nonassessable Warrant Shares (as defined below and subject to adjustment as provided herein) at a purchase price per share of $9.00 (subject to adjustment as provided herein, the “ Exercise Price ”) at any time and from time to time during the Exercise Period (as defined below), all subject to the terms, conditions and adjustments set forth below in this Warrant. Certain capitalized terms used herein are defined in Section 1 hereof.

1. Definitions . As used in this Warrant, the following terms have the respective meanings set forth below:

“ Board ” means the board of directors of the Company.

“ Business Day ” means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in Missouri or New York are authorized or obligated by law or executive order to close.

“ Company ” has the meaning set forth in the preamble.

“ Exercise Agreement ” has the meaning set forth in Section 3(a)(i).

“ Exercise Period ” has the meaning set forth in Section 2 .

“ Exercise Price ” has the meaning set forth in the preamble.

“ Holder ” has the meaning set forth in the preamble.

“ Investor Warrants ” means this Warrant, Warrant Certificate No. 1 dated as of the date hereof exercisable for 1,538,462 shares of Common Stock at an exercise price of $6.50 per share and Warrant Certificate No. 2 dated as of the date hereof exercisable for 625,000 shares of Common Stock at an exercise price of $8.00 per share.

“ Original Issue Date ” means the date on which the Warrant was issued by the Company pursuant to the Purchase Agreement.

“ Purchase Agreement ” has the meaning set forth in the preamble.

“ Series A Preferred Shares ” means the Series A Convertible Preferred Stock of the Company, par value $0.01 per share.

“ Warrant ” means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.

“ Warrant Shares ” means the shares of Common Stock or other capital stock of the Company then purchasable upon exercise of this Warrant in accordance with the terms of this Warrant.

3. Exercise of Warrant .

(a) Exercise Procedure . This Warrant may be exercised from time to time on any Business Day during the Exercise Period, for all or any part of the unexercised Warrant Shares, upon:

(e) Valid Issuance of Warrant and Warrant Shares; Payment of Taxes . With respect to the exercise of this Warrant, the Company hereby represents, covenants and agrees:

(i) This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued.

(d) Notices . In the event:

(iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company;

9. Replacement on Loss; Division and Combination .

11. Compliance with the Securities Act .

If to the Company: Peak Resorts, Inc.

Address: 17409 Hidden Valley Drive, Wildwood, MO 63025

E-mail: timboyd@skihv.com

Attention: Chief Executive Officer

with a copy to: Armstrong Teasdale

Address:  7700 Forsyth Blvd., Suite 1800, St. Louis, MO 63105
Facsimile:  314-552-4886
E-mail: jbyrne@armstrongteasdale.com
Attention:  Jennifer Byrne

If to the Holder: CAP 1 LLC

Address: 655 Madison Avenue, New York, NY 10065

Facsimile: 212 317 4169
E-mail: rh@srllc.com
Attention: Rory Held

with a copy to: Chadbourne & Parke LLP
Address: 1301 Avenue of the Americas, New York, NY 10019 - 6022

Facsimile: 212-541-5369
E-mail: fvellucci@chadbourne.com
Attention: Frank S. Vellucci

18. No Third-Party Beneficiaries . This Warrant is for the sole benefit of the Company and the Holder and their respective successors and, in the case of the Holder, permitted assigns and nothing

herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.

19. Headings . The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.

IN WITNESS WHEREOF, the Company has duly executed this Warrant on the Original Issue Date.


PEAK RESORTS, INC.
	By: /s/ Timothy D. Boyd
Name: Timothy D. Boyd
Title: President and CEO
Accepted and agreed,
CAP 1 LLC
	By: /s/ Stephen A. Ives
Name: Stephen A. Ives
Title: Vice-President

EXHIBIT A

EXERCISE AGREEMENT


Shares:

		Full Exercise of Warrant
		Partial Exercise of Warrant (in the amount of Shares)

Exercise Price:	$	Payable in accordance with Section 3(a)(ii) of the Warrant

Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned.


Date:

Full Name of Holder * :

Signature of Holder or Authorized Representative:

Name and Title of Authorized Representative † :

Additional Signature of Holder (if jointly held):

Social Security or Tax Identification Number:

Address of Holder:

*	Must conform in all respects to name of holder as specified on the face of the Warrant.

EXHIBIT B

ASSIGNMENT

[ To be completed and signed only upon transfer of Warrant ]


Date:

Full Name of Holder * :

Signature of Holder or Authorized Representative:

Name and Title of Authorized Representative † :

Additional Signature of Holder (if jointly held):

Address of Holder:





Full Name of Transferee:

Address of Transferee:





In the presence of:

*	Must conform in all respects to name of holder as specified on the face of the Warrant.

†	If applicable.

WAIVER AND AMENDMENT OF SECURITIES PURCHASE AGREEMENT

This Waiver and Amendment of Securities Purchase Agreement (this “ Waiver and Amendment ”), dated as of November 2, 2016, is entered into by and between Peak Resorts, Inc., a Missouri corporation (the “ Company ”), and CAP 1 LLC, a Delaware limited liability company (the “ Investor ”).

RECITALS

WHEREAS, the parties have entered into that certain Securities Purchase Agreement dated August 22, 2016 (the “ Agreement ”).

WHEREAS, the parties wish to amend and waive certain provisions of the Agreement as set forth in this Waiver and Amendment.

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

1. Section 5.02(g) . The condition set forth in Section 5.02(g) is hereby waived, provided that promptly following the creation of an additional seat on the Board of Directors and the filling of the vacancy created thereby with the nominee selected by the Investor, the Company shall deliver or cause to be delivered (and the Company hereby agrees to execute and so deliver or cause to be delivered) to Investor an executed Indemnification Agreement in form and substance reasonably acceptable to Investor and Company for such nominee.

2. Section 5.02(i) . The Investor hereby accepts copy of that certain Modification of Master Credit Agreements dated effective as of October 24, 2016 by and among the Company and certain of its subsidiaries and affiliates and EPT Mount Snow, Inc., EPT Ski Properties, Inc. and EPT Mad River, Inc. in full satisfaction of, and hereby deletes from the Agreement, the condition set forth in Section 5.02(i).

3. Disclosure Issues . The following events have occurred since the execution of the Agreement:

(a) On August 29, 2016, the Company filed an amendment to its Form 10-K to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the original filing in reliance on General Instruction G(3) to Form 10-K, which permits such information to be incorporated in the Form 10-K by reference from the definitive proxy statement if such statement is filed no later than 120 days after the fiscal year-end. Because of technical issues, this amendment was filed late.

(b) On September 1, 2016, the Company and Mount Snow, Ltd., a subsidiary of the Company, closed on a loan on the terms set forth in a credit agreement and related documents with EPT Mount Snow, Inc., an affiliate of its primary lender, EPR Properties. The Company received an initial advance of $4.0 million at closing, which funded the Lender’s $100,000 closing fee, fees and expenses of the Company’s legal counsel and the interest reserve. This transaction was timely reported on a Form 8-K filed on September 7,

2016. The Company subsequently borrowed an additional $1.5 million from this loan on or about September 30, 2016.

(c) On October 25, 2016, pursuant to the Company’s compensation program for its non-employee directors, the Company awarded 7, 731RSUs to each of the following non-employee directors: David Braswell, Carl Kraus, Stan Hansen and Chris O’Connor. On October 25, 2016, the Company also awarded 7,216 RSUs to Chris Bub. Form 4s were filed with respect to these issuances, all of which were timely filed.

(d) On October 27, 2016, Chris Bub filed a Form 3. This filing was filed late although the filing is an individual rather than a Company obligation.

(e) On July 13, 2016, the Company and EPR entered into letter agreements with respect to the existing EPR loans to modify the due date of the additional debt service deposits as described in the Form 8-K filed by the Company on October 28, 2016. Disclosure of this event was not timely made in a Form 8-K.

(f) The current litigation in which the Company is a party is set forth on Exhibit A attached hereto.

To the extent that any of the foregoing events constitute a breach of the Agreement or would result in any condition to closing not being fulfilled, such breach or non-fulfillment is hereby waived.

4. Miscellaneous . Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Agreement. Except to the extent modified by this Waiver and Amendment, the Agreement remains in full force and effect. In the event of any conflict between the terms of this Waiver and Amendment and the terms of the Agreement, the terms of this Waiver Amendment shall control. This Waiver Amendment may be executed in two or more counterparts, all of which taken together shall be deemed to be one original. Any signature which is delivered by facsimile, Adobe Acrobat or electronic transmission shall be deemed to be an original signature.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Waiver and Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

PEAK RESORTS, INC.

By: /s/ Timothy D. Boyd

Name: Timothy D. Boyd

Title: President and CEO

CAP 1 LLC

By: /s/ Stephen A. Ives

Name: Stephen A. Ives

Title: Vice-President

EXHIBIT A

Plaintiff	Defendant	Claim #	Loss Date	Court	Case #	Note
Jamie Lynn Demarais	Attitash	075-010557	8/4/2011	US District Court of New Hampshire	1:14-CV-00247-PB	Personal Injury-Alpine Slide resolved pending dismissal
Gran Summit Condo Owners' Association	Attitash	075-011916	4/28/2014	Carroll County Superior Court, NH	2016-CV-00152	Property Damage - Cooling Tower
Timoty McKusick	Attitash	075-011569	7/23/2015	Carroll County Superior Court, NH	2016-CV-00154	Personal Injury-Airbag
Dante Thibault	Bi g Boulder	075-009973	3/6/2010	Carbon County Common Pleas, PA	2014-2633	Personal Injury- snowboarding
Joseph Neathery	Peak Resorts, Inc. (Brandywine)	075-010833	3/6/2013	Court of Common Pleas Court of Summit County	CV-15-840452	Personal Injury- snowboarding
Jeann e Perry	Crotched	075-011083/002	12/11/2013	Hillborough Superior Court Southern District, NH	225-2015-CV-00678	Personal Injury- Lift
Sarah Perry	Crotched	075-011083-001	12/11/2013	Hillborough Superior Court Southern District, NH	225-2015-CV-00678	Personal Injury- Lift
Peter Bruno	Crotched	075-011346	1/25/2015	US District Court of New Hampshire	1:15-CV-366-AJ	Personal Injury- Skiing motion to dismiss granted - pending plaintiff appeal
David Karlsberg	Hunter	075-010484	3/19/2011	Supreme Court of the State of New York County of Greene	2011-038816	Personal Injury- snowboarding
Barbara Brittan	Hunter	075-011170	2/22/2014	Supreme Court of the State of New York County of Greene	2015-0279	Personal Injury- Tubing
Sophia Gamez	Hunter	075-011113	3/5/2014	US District Court of New York Northern District	1:15-CV-00649-GLS	Personal Injury- Lift
Deborah Leconey	Hunter	075-011868	6/12/2015	Supreme Court of the State of New York County of Greene	2016-04280	Personal Injury- Slip & Fall tendered defense to 3rd party
Evelina Sierzputowski	Hunter	075-011475	12/26/2014	Supreme Court of the State of New York County of Kings	2015-04216	Personal Injury- Skiing
Nicole Bonacusa	Hunter	075-011497	1/31/2015	Supreme Court of the State of New York County of Greene	2015-04952	Personal Injury- Lift
Olga Filkin	Hunter	075-011309	12/18/2014	Supreme Court of the State of New York County of Greene	2015-05724	Wrongful Death- Lift
Paul Heslpo	Hunter	075-011881	3/24/2015	Supreme Court of the State of New York County of Westchester	2016-56590	Personal Injury- collision with equip
Pamela Gordon	Jack Frost	075-010921	1/21/2013	Carbon County Common Pleas, PA	2013 -001048	Personal Injury- Tubing
Tracy Johnston	Jack Frost	075-011122	2/19/2014	Carbon County Common Pleas, PA	2016-0052	Personal Injury- Slip & Fall
Heidi Brown	Mount Snow	075-011551	3/20/2015	Superior Court Windham, VT	497-12-15Wmcv	Personal Injury- Slip & Fall
Sean Walsh	Snow Creek	075-011110	3/1/2014	Circuit Court of Platte County, MO	15AE-CV01576	Personal Injury- Tubing

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is made and entered into as of November 2, 2016, between Peak Resorts, Inc., a Missouri corporation (the “ Company ”), and Cap 1 LLC, a Delaware limited liability company (the “ Investor ”).

A. The Company and the Investor are parties to a Securities Purchase Agreement, dated as of August 22, 2016 (the “ Purchase Agreement ”), pursuant to which the Investor is purchasing (x) 20,000 shares of 8% Series A Cumulative Convertible Preferred Stock of the Company (the “ Preferred Stock ”) and (y) Warrants (as defined in the Purchase Agreement); and

B. In connection with the transactions contemplated by the Purchase Agreement, and pursuant to the terms of the Purchase Agreement, the Parties desire to enter into this Agreement in order to grant to the Investor and certain of its permitted transferees certain demand and piggyback registration rights covering its Common Stock (as defined herein), all in accordance with the terms and conditions set forth below.

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 Company and the Investor hereby agree as follows:

1. Demand Registrations .

(a) ShortForm Registrations . At any time after six (6) months following the date hereof, Holders of a majority of the then outstanding Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any successor form (each, a “ ShortForm Registration ”), which may, if so requested, be a “shelf” registration under Rule 415 under the Securities Act. A registration shall not count as one of the permitted ShortForm Registrations unless and until a registration statement relating thereto has become effective under the Securities Act. Each request for a ShortForm Registration shall specify the number of Registrable Securities requested to be registered.

(b) LongForm Registrations . At any time that a Holder is then eligible to request registration under the Securities Act of all or any portion of its Registrable Securities but where ShortForm Registration pursuant to Section 1(a) of this Agreement is not available to be used by the Company in respect of such proposed registration, but in any event no sooner than six (6) months after the date hereof, Holders of a majority of the then outstanding Registrable Securities shall be entitled to request a registration on Form S-1 or any similar form (each, a “ LongForm Registration ”). A registration shall not count as one of the permitted LongForm Registrations unless and until a registration statement relating thereto has become effective under the Securities Act and each requesting Holder is able to register and sell at least fifty percent (50%) of its Registrable Securities thereunder.

(c) Priority on Demand Registration . Holders of a majority of the then outstanding Registrable Securities shall have the right to request that a Demand Registration be effected as an underwritten offering at any time, subject to this Section 1 by delivering to the Company a notice setting forth such request and the number of Registrable Securities sought to be

CPAM: 10017180.3

disposed of by such Holder in such underwritten offering. All Holders proposing to participate in such underwriting shall (i) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by a majority of the Registrable Securities included in such offering, which underwriter(s) shall be reasonably acceptable to the Company, provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (B) the liability of any Holder shall be limited as provided in Section 7(b) hereof, (ii) complete and execute all questionnaires, powers-ofattorney, indemnities, opinions and other documents required under the terms of such underwriting agreement, (iii) provide all customary information reasonably requested by the Company or the underwriter in connection with such registration; and (iv) comply with all federal and state securities laws applicable thereto in connection with such registration.

If the managing underwriter(s) for an underwritten offering advise(s) the Company and the Holders in writing that the dollar amount or number of Registrable Securities which the Holders desire to sell, taken together with all other Common Stock or other securities which the Company desires to sell and the Common Stock or other securities, if any, as to which registration has been requested pursuant to written contractual piggyback registration rights held by other stockholders of the Company, if any, who desire to sell or otherwise, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “ Maximum Threshold ”), then the Company shall include in such registration: (1) the Registrable Securities (pro rata in accordance with the number of Registrable Securities which such Holders have requested be included in such underwritten offering, regardless of the number of Registrable Securities or other securities held by each such Person) that can be sold without exceeding the Maximum Threshold; (2) to the extent that the Maximum Threshold has not been reached under the foregoing clause (1), the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (3) to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1) and (2), the Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements, if any, with such Persons and that can be sold without exceeding the Maximum Threshold; and (4) to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1), (2) and (3), the Common Stock that other stockholders desire to sell that can be sold without exceeding the Maximum Threshold to the extent that the Company, in its sole discretion, wishes to permit such sales pursuant to this clause (4).

A request for an underwritten offering may be withdrawn by Holders of a majority of the Registrable Securities proposed to be included in such offering prior to the consummation thereof, and, in such event, such withdrawal shall not be treated as a request for an underwritten offering which shall have been effected pursuant to the immediately preceding paragraph. In no event will a Demand Registration count as a Demand Registration unless at least fifty percent (50%) of all Registrable Securities requested to be registered in such Demand Registration by the Holders initiating such Demand Registration are, in fact, registered in such registration.

(d) The Company shall not be obligated to effect (i) more than four (4) Short-Form Registrations or Two (2) LongForm Registration pursuant to this Agreement, (ii) more than

CPAM: 10017180.3

one (1) Demand Registration (including any underwritten offering) during any nine (9) month period or (iii) any Demand Registration unless the number of Registrable Securities sought to be registered on such Registration Statement is (A) at least thirty percent (30%) of the Registrable Securities in the case of a ShortForm Registration and fifty percent (50%) of the Registrable Securities in the case of a LongForm Registration (subject to adjustment for any stock dividend or stock split or in connection with an exchange or combination of shares, recapitalization, merger, consolidation or other reorganization) and (B) no less than 1,000,000 Registrable Securities.

(e) Notwithstanding and in addition to the other registration obligations set forth in this Section 1, in the event the Securities and Exchange Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement (the “ Initial Registration Statement ”), the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Securities and Exchange Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “ New Registration Statement ”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Securities and Exchange Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however , that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Securities and Exchange Commission for the registration of all the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Securities and Exchange Commission, as promptly as allowed by the Securities and Exchange Commission or Commission Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement, as amended (the “ Remainder Registration Statements ” ).

(f) Notwithstanding any other provision of this Agreement, if any Commission Guidance sets forth a limitation of the number of Registrable Securities to be registered on a particular Registration Statement (notwithstanding the Company’s commercially reasonable efforts to advocate with the Securities and Exchange Commission for the registration of all or a greater number of Registrable Securities), then, unless otherwise directed in writing by a Holder as to its Registrable Securities, the amount of Registrable Securities to be registered on such Registration Statement will be reduced pro rata among the Holders based on the total number of Registrable Securities held by such Holders.

2. Piggyback Registrations .

(a) Right to Piggyback . Whenever the Company proposes to register any of its securities under the Securities Act, and the registration form proposed to be used may be used to register the resale of Registrable Securities (each, a “ Piggyback Registration ”), the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to the

CPAM: 10017180.3

anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to effect such a registration and shall use its commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder for inclusion therein within five (5) Business Days following such Holder’s receipt of the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company, (ii) the liability of any Holder shall be limited as provided in Section 7(b) hereof, (iii) each Holder shall complete and execute all questionnaires, powers-ofattorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement, (iv) each Holder shall provide all customary information reasonably requested by the Company or the underwriter in connection with such registration and (v) each Holder shall comply with all federal and state securities laws applicable thereto in connection with such registration. No registration effected under this Section 2 shall relieve the Company of its obligations to effect a Demand Registration required by Section 1. If at any time after giving notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all of the Holders participating in such Piggyback Registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.

(b) Reduction of Offering . If the managing underwriter(s) for a Piggyback Registration that is to be an underwritten offering advises the Company and the Holders that, in their opinion, the dollar amount or number of Common Stock or other securities which the Company desires to sell, taken together with Common Stock or other securities, if any, as to which registration has been demanded pursuant to written contractual arrangements with third parties, if any, the Registrable Securities as to which registration has been requested under this Section 2, and the Common Stock or other securities as to which registration has been requested pursuant to the written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Threshold, then the Company shall include in any such registration:

(i) If the registration is undertaken for the Company’s account: (A) first , the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold, and (B) second , to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the Registrable Securities and the Common Stock or other securities proposed to be sold for the account of Holders and other Persons that the Company is obligated to register pursuant to any written contractual piggyback registration rights with such Persons and that can be sold without exceeding the Maximum Threshold (pro rata in accordance with the number of Registrable Securities and Common Stock or other securities which such Holders and other Persons have requested be included in such underwritten offering, regardless of the number of Registrable Securities and Common Stock or other securities held by each such Holder or other Person), and

CPAM: 10017180.3

(ii) If the registration is a “demand” registration undertaken at the demand of one or more Persons other than the Company and any Holder, (A) the Common Stock or other securities for the account of such demanding Persons that can be sold without exceeding the Maximum Threshold; (B) to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; and (C) to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the Registrable Securities and the Common Stock or other securities proposed to be sold for the account of Holders and other Persons that the Company is obligated to register pursuant to any written contractual piggyback registration rights with such Persons and that can be sold without exceeding the Maximum Threshold (pro rata in accordance with the number of Registrable Securities and Common Stock or other securities which such Holders and other Persons have requested be included in such underwritten offering, regardless of the number of Registrable Securities and Common Stock or other securities held by each such Holder or other Person).

(c) Selection of Underwriters . If any Piggyback Registration is an underwritten primary offering, the investment banker(s) and manager(s) for the offering shall be selected by the Company.

3. Market Standoff Agreement .

(a) Notwithstanding anything contained herein to the contrary, the Company may delay the filing of any registration statement and may withhold any and all efforts to cause such registration statement to be become effective if the Company determines in good faith that such registration will (i) materially and adversely interfere with or affect the negotiation or consummation of any actual or pending material transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction), or (ii) otherwise have a Material Adverse Effect on the Company provided, however, that the Company may not exercise such right to delay or to withhold efforts more than once in any consecutive 12 month period or for more than ninety (90) days. Without in any way limiting the foregoing, if the Company exercises its right to delay or to withhold efforts pursuant to this Section 3(a), then the Company shall use commercially reasonable efforts to have the applicable registration statement filed or declared effective, as the case may be, at the earliest practicable date after the Company’s bases for delaying or withholding its efforts are no longer applicable.

(b) The Company (i) shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning on the date the Company receives a request for an underwritten offering from Holders of a majority of the then outstanding Registrable Securities and continuing until one hundred eighty (180) days after the completion of such underwritten offering, unless the underwriters managing the underwritten offering otherwise agree after consultation with a majority of the Registrable Securities included in such underwritten offering, and (ii) shall cause each executive officer and director of the Company and each holder of its Common Stock, or any securities convertible into or exchangeable or exercisable for such Common Stock, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144

CPAM: 10017180.3

under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.

(c) Each Holder of Registrable Securities agrees that in connection with any public offering of the Company’s equity securities, or any securities convertible into or exchangeable or exercisable for such securities, and upon the request of the managing underwriter(s) in such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during the period commencing on the date that is ten (10) days prior to the completion of such offering and continuing until one hundred eighty (180) days after the commencement of an underwritten offering, (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for, or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 3(c) shall not apply to sales of Registrable Securities to be included in such offering pursuant to Sections 1 and 2, and shall be applicable to the holders of Registrable Securities only if all executive officers and directors of the Company and each holder of its Common Stock, or any securities convertible into or exchangeable or exercisable for such Common Stock, purchased from the Company at any time after the date of this Agreement are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 3(c), each holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 3(c) in the event and to the extent that the managing underwriter or the Company permits any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any executive officer, director or other holder of Common Stock.

4. Registration Procedures .

(a) Whenever any Holder has requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the Holder’s intended method of disposition thereof, and, pursuant thereto, the Company shall:

(i) (A) prepare and file with the Securities and Exchange Commission a Registration Statement with respect to such Registrable Securities as soon as reasonably practicable, but in any event within thirty (30) days, if a Short-Form Registration, and forty-five (45) days, if a Long-Form Registration, following the date of a demand for registration pursuant to Section 1(a) or Section 1(b) of this Agreement, as applicable, and (B) use its commercially reasonable efforts to cause such Registration Statement (1) to become effective as soon as practicable, and in any event within thirty (30) days, if the Securities

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and Exchange Commission indicates it will not review the Registration Statement, and ninety (90) days, if the Securities and Exchange Commission indicates it will review the Registration Statement (provided that, in the event the SEC indicates it will review such Registration Statement and the SEC’s response in connection with such review is not received by the Company within thirty (30) days of filing such Registration Statement, such ninety (90) day period shall be tolled until such SEC response is received by the Company), following the date of filing such Registration Statement (provided that, before filing a Registration Statement or prospectus, or any amendments or supplements thereto, the Company shall furnish to one (1) counsel selected by Holders of a majority of the Registrable Securities proposed to be included therein copies of all such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel) and (2) to remain effective and in compliance with the provisions of the Securities Act for a period of not less than one hundred eighty (180) days in order to permit the disposition of all Registrable Securities (and any other securities, if applicable) covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn;

(ii) respond to written comments received from the Securities and Exchange Commission upon a review of any Registration Statement in a timely manner;

(iii) promptly notify each Holder of the effectiveness of each Registration Statement filed hereunder; by 9:30 a.m. (New York time) on the second Business Day following such effectiveness, file with the Securities and Exchange Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement; and prepare and file with the Securities and Exchange Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith, and otherwise take such actions, as may be necessary to keep such Registration Statement effective until the earlier of (A) the date as of which each Holder may sell all of the Registrable Securities covered by such Registration Statement pursuant to Rule 144 under the Securities Act without limitation, restriction or condition thereunder, and (B) the date on which all of such Registrable Securities have been disposed of by each Holder, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;

(iv) promptly furnish to each Holder such number of copies of such Registration Statement, each amendment and supplement thereto, the prospectus included in such Registration Statement (including each preliminary prospectus) and such other documents as the Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by each Holder;

(v) if applicable, use its commercially reasonable efforts to register or qualify the shares covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions as each Holder shall reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable each

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Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder (provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction);

(vi) notify each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, as expeditiously as possible following the happening of such event, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(vii) without limiting any obligations of the Company under the Purchase Agreement, use its commercially reasonable efforts to (x) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or (y) if such listing is not then permitted, or no similar securities issued by the Company are then so listed, secure a designation and quotation of all of the Registrable Securities covered by each Registration Statement on the OTC Bulletin Board;

(viii) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement;

(ix) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the Holders or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split or a combination of shares);

(x) make available for inspection by any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement;

(xi) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act

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and Rule 158 thereunder, and which requirement will be deemed satisfied if the Company timely files complete and accurate information on Forms 10-Q and 10-K and Current Reports on Form 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;

(xii) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such Registration Statement for sale in any jurisdiction, the Company shall promptly notify each Holder and use its commercially reasonable efforts promptly to obtain the withdrawal of such order;

(xiii) use its commercially reasonable efforts to cause such Registrable Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Holders thereof to consummate the disposition of such Registrable Securities;

(xiv) permit any Holder who, in the reasonable judgment of the Company upon the advice of counsel, might be deemed to be an underwriter or controlling person of the Company, and, if applicable, any underwriter, a cold comfort letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the Holders of a majority of the Registrable Securities being sold reasonably request; and

(xv) cooperate with each Holder and any broker or dealer through which any such Holder proposes to sell its Registrable Securities in effecting a filing with FINRA pursuant to FINRA Rule 5110 as requested by such Holder.

(b) Each Holder that requested that any Registrable Securities be registered pursuant to this Agreement shall deliver to the Company such requisite information with respect to itself and its Registrable Securities as the Company may reasonably request for inclusion in the Registration Statement (and the prospectus included therein) as is necessary to comply with all applicable rules and regulations of the Securities and Exchange Commission, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement furnished by or regarding the Holder or its plan of distribution.

(c) The Holders shall not effect sales of the shares covered by the Registration Statement (i) prior to the withdrawal of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the registration or qualification of any Registrable Securities included in the Registration Statement for sale in any jurisdiction where such shares had previously been registered or qualified or (ii) after receipt of facsimile or other written notice from the Company instructing such Holders to suspend sales to permit the Company to correct or update the Registration Statement or prospectus until such Holder receives copies of a supplemented or amended prospectus that corrects the misstatement(s) or omission(s) referred to above and receives notice that any required posteffective amendment has become effective. Such Holder agrees that it will immediately discontinue offers and sales of Registrable Securities under the Registration

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Statement until such Holder receives copies of a supplemented or amended prospectus that corrects the misstatement(s) or omission(s) referred to above and receives notice that any posteffective amendment has become effective.

(d) Notwithstanding anything herein to the contrary, the Company shall have the right to suspend the use of a Registration Statement for a period of not greater than forty-five (45) consecutive days and for not more than ninety (90) days in any twelve (12) month period (“ Blackout Period ”), if, in the good faith opinion of the Board of Directors of the Company, after consultation with counsel, material, nonpublic information exists, including without limitation the proposed acquisition or divestiture of assets by the Company, a strategic alliance or a financing transaction involving the Company or the existence of pending material corporate developments, the public disclosure of which would be necessary to cause the Registration Statement to be materially true and to contain no material misstatements or omissions, and in each such case, where, in the good faith opinion of the Board of Directors, such disclosure would be reasonably likely to have a Material Adverse Effect on the Company or on the proposed transaction. The Company must give the Holders prompt written notice if a Blackout Period will occur and such notice must be acknowledged in writing by Holders. Upon the conclusion of a Blackout Period, the Company shall provide the Holders written notice that the Registration Statement is again available for use.

5. Registration Expenses . All expenses (other than Selling Expenses) incident to the Company’s performance of or compliance with this Agreement, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and independent certified public accountants, underwriters (excluding fees, discounts and commissions) and other persons retained by the Company, and reasonable fees and expenses of one counsel for the Holders in connection with any Demand Registration or Piggyback Registration (all such expenses being herein called “ Registration Expenses ”), shall be borne by the Company. The Company shall not be liable for any Selling Expenses. As used herein, the term “ Selling Expenses ” shall mean, collectively, any selling commissions, discounts or brokerage fees. Selling Expenses shall be borne by the respective seller thereof, in proportion to the respective number of shares of Registrable Securities sold by each of them.

6. Holder’s Obligations . Each Holder covenants and agrees that, in the event the Company informs such Holder in writing that it does not satisfy the conditions specified in Rule 172 and, as a result thereof, such seller is required to deliver a prospectus in connection with any disposition of Registrable Securities, it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration Statement, and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration Statement.

7. Indemnification .

(a) The Company shall indemnify, to the extent permitted by applicable law, each Holder, its officers, directors, partners, managers, members, investment managers,

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employees, agents and representatives, and each Person who controls each Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) against all losses, claims, damages, liabilities and expenses (including reasonable legal expenses) arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in (or incorporated by reference therein) any Registration Statement, free writing prospectus, prospectus or preliminary prospectus, filing under any state securities (or blue sky) law or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement, or (iii) any breach or violation of this Agreement by the Company; provided, however, that the Company shall not be liable to any such indemnified party in any such case to the extent that (A) such claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in (or incorporated by reference therein) any Registration Statement, free writing prospectus, prospectus or preliminary prospectus, filing under any state securities (or blue sky) law or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of a Holder or its representatives by or on behalf of such Holder expressly for use therein, or (B) such claim is related to the use by a Holder or underwriter, if any, of an outdated or defective prospectus after such party has received written notice from the Company that such prospectus is outdated or defective. In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.

(b) Each Holder shall, severally and not jointly, to the extent permitted by applicable law, indemnify the Company, its directors and officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), to the fullest extent permitted by applicable law, against any losses, claims, damages, liabilities and expenses (including reasonable legal expenses) arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in (or incorporated by reference therein) the Registration Statement, free writing prospectus, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements herein not misleading, but only to the extent that such untrue statement or omission was made in reliance upon and in conformity with any information furnished in writing to the Company by such Holder or its representatives by or on behalf of such Holder expressly for use therein; provided that each Holder shall be liable under this Section 7(b) of this Agreement (and otherwise) for only up to the gross amount of proceeds actually received by each Holder as a result of the sale of Registrable Securities pursuant to the Registration Statement giving rise to such indemnification obligation except in the case of fraud or willful misconduct by such Holder .

(c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party)

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and (ii) unless, in the Company’s reasonable judgment, a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. After written notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim, the indemnifying party shall not be subject to any liability for any settlement subsequently made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless, in the reasonable judgment of the Company, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which case the indemnifying party shall be liable for the fees and expenses of one additional firm of attorneys with respect to the indemnified parties. The indemnifying party shall keep the indemnified party reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect to such claim. No indemnifying party shall, without the prior written consent of the indemnified party, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a full release from all liability with respect to such claim.

(d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, partner, manager, member, investment manager, employee, agent, representative or controlling Person of such indemnified party and shall survive the transfer of Registrable Securities. The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the indemnified party against the indemnifying party or others, and (ii) any liabilities to which the indemnifying party may be subject pursuant to the law.

(e) If the indemnification provided for in this Section 7 of this Agreement is unavailable to or is insufficient to hold harmless an indemnified party under the provisions above in respect to any losses, claims, damages or liabilities referred to therein, then the indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities to the fullest extent permitted by law; provided, however, that: (i) no Person involved in the sale of Registrable Securities which is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation, and (ii) contribution by each Holder shall be limited to the net amount of proceeds actually received by such Holder from the sale of such Registrable Securities pursuant to the applicable Registration Statement, less the amount of any damages that such Holder has otherwise been required to pay in connection with such sale.

8. Reports under the Exchange Act . With a view to making available to each Holder the benefits of Rule 144 under the Securities Act or any other similar rule or regulation of the Securities and Exchange Commission that may at any time permit a Holder to sell securities of the Company to the public without registration (“ Rule 144 ”), at all times during which there are Registrable Securities outstanding that have not been previously (i) sold to or through a broker or dealer or underwriter in a public distribution or (ii) sold in a transaction exempt from the

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registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof, in the case of either clause (i) or clause (ii) in such a manner that, upon the consummation of such sale, all transfer restrictions and restrictive legends with respect to such shares are removed upon the consummation of such sale, the Company agrees to use its commercially reasonable efforts to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144;

(b) file with the Securities and Exchange Commission in a timely manner all reports and other documents required of the Company under the Exchange Act, so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and

(c) furnish to each Holder, promptly upon request so long as such Holder owns Registrable Securities, (i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit each Holder to sell such securities pursuant to Rule 144 without registration.

9. Preservation of Rights . Without the prior written consent of a majority of the then outstanding Registrable Securities, the Company shall not, on or after the date of this Agreement, (i) grant any registration rights to third parties which are more favorable than or inconsistent with the rights granted hereunder, or (ii) enter into any agreement, take any action, or permit any change to occur, with respect to its securities that is inconsistent with or violates or subordinates the rights expressly granted to each Holder in this Agreement, such as (A) affecting the ability of each Holder to include the Registrable Securities in a registration undertaken pursuant to this Agreement or (B) affecting the marketability of such Registrable Securities in any such registration (including effecting a stock split or a combination of shares).

10. Confidentiality . Each Holder shall, and shall cause its Affiliates and representatives to, keep confidential any information (including oral, written and electronic information) concerning the Company, its Subsidiaries or its Affiliates that may be furnished to the Holders or their respective Affiliates or representatives by or on behalf of the Company or any of its representatives (collectively referred to as the “ Confidential Information ”); provided that the Confidential Information shall not include information that (a) was or becomes available to the public other than as a result of a disclosure by such Holder or any of its Affiliates or representatives in violation of this Section 10 , (b) was or becomes available to such Holder or any of its Affiliates or representatives from a source other than the Company or its representatives; provided that such source is believed by such Holder not to be disclosing such information in violation of an obligation of confidentiality (whether by agreement or otherwise) to the Company or any of its Affiliates, (c) at the time of disclosure is already in the possession of such Holder or any of its Affiliates or representatives; provided that such information is believed by such Holder not to be subject to an obligation of confidentiality (whether by agreement or otherwise) to the Company, or (d) was independently developed by such Holder or any of its Affiliates or representatives without use of any Confidential Information. The Holders and the Company agree that Confidential Information may be disclosed by the Holders solely (i) to their Affiliates and their

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respective representatives and (ii) in the event that any Holder or any of its Affiliates or representatives are requested or required by applicable Law, Judgment or by a Governmental Entity (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand, summons or similar process) to disclose any Confidential Information, in each of which instances, to the extent permissible by applicable Law and reasonably practicable, such Holder and its Affiliates and representatives, as the case may be, shall provide notice to the Company sufficiently in advance of any such disclosure so that the Company shall have a reasonable opportunity to timely seek to limit, condition or quash such disclosure; and, provided , that , with respect to any Affiliate of a Holder receiving Confidential Information hereunder (i) such Affiliate will agree to keep such information confidential in accordance with this Section 10 as though it were a party hereto and (ii) such Holder will remain liable for any breaches by its Affiliates of this Section 10 .

11. Certificates . Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN A REGSITRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.

The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Registrable Securities in order to implement the restrictions on transfer established in this Section 11 .

12. Definitions .

“ Affiliate ” means with respect to any Person (i) any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, (ii) any executive officer or general partner of such Person and (iii) any legal entity for which such Person acts as executive officer or general partner, and “ control ” for these purposes means the direct or indirect power to direct or cause the direction of the management and policies of another Person, whether by operation of law or regulation, through ownership of securities, as trustee or executor or in any other manner.

“ Business Day ” means any day on which the principal offices of the Securities and Exchange Commission in Washington, DC are open to accept filings.

“ Commission Guidance ” means (i) any publicly available written guidance or rule of general applicability of the Securities and Exchange Commission staff or (ii) written comments, requirements or requests of the Securities and Exchange Commission staff to the Company in connection with the review of a Registration Statement.

“ Common Stock ” means the common stock, $0.01 par value per share, of the Company, and includes all securities of the Company issued or issuable with respect to such securities by

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way of a stock split, stock dividend, or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation or other corporate reorganization.

“ Demand Registration ” means a ShortForm Registration or a LongForm Registration.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder.

“ FINRA ” means the Financial Industry Regulatory Authority, and any agency or authority succeeding to the functions thereof.

“ Holder ” means (i) each holder of Registrable Securities and (ii) any Affiliate of such a holder that is a direct or indirect transferee of Registrable Securities.

“ Material Adverse Effect ” has the meanings set forth in the Purchase Agreement.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity (or any department, agency or political subdivision thereof).

“ Registrable Securities ” means the Common Stock owned by the Investor or its Affiliates on the date hereof and any Common Stock that has been or will be issued upon conversion of the Preferred Stock or the exercise of the Warrants (as defined in the Purchase Agreement), together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing. For purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire such Registrable Securities (upon conversion or exercise, in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (A) a Registration Statement covering such securities has been declared effective by the Securities and Exchange Commission and such securities have been disposed of pursuant to such effective Registration Statement, (B) such securities are sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met, (C) such securities are eligible for sale by the Holder without registration pursuant to Rule 144 (or any similar provisions then in force) under the Securities Act without limitation thereunder on volume or manner of sale, (D) such securities are otherwise transferred and such securities may be resold without limitation or subsequent registration under the Securities Act or (E) such securities shall have ceased to be outstanding.

“ Registration Statement ” means any registration statement of the Company which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the prospectus, amendments, and supplements to such Registration Statement, including posteffective amendments, all exhibits and all materials incorporated by reference in such Registration Statement.

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“ Securities Act ” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

“ Securities and Exchange Commission ” means the United States Securities and Exchange Commission, and any governmental body or agency succeeding to the functions thereof.

13. Miscellaneous .

(a) Remedies . Each Party shall be entitled to enforce its rights under any provision of this Agreement specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by applicable law. The Parties agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any Party may, in its sole discretion, apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

(b) Termination . All rights and obligations of the Company hereunder other than pursuant to Sections 5 and 7 hereof shall terminate on the date on which no Registrable Securities are outstanding.

(c) Amendments and Waivers . Except as otherwise provided herein, the provisions of this Agreement may be amended, modified or waived only upon the prior written consent of the Company Holders of a majority of the then outstanding Registrable Securities and any Holder that would be materially and disproportionately affected by such an amendment or waiver. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

(d) Assignment; No Third-Party Beneficiaries . This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the Holders hereunder may be freely assigned or delegated by such Holder in conjunction with and to the extent of any transfer of Registrable Securities. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the Parties and their respective permitted successors and assigns; provided, however, that no such transfer or assignment shall be binding upon or obligate the Company to any such assignee, and no such assignee shall be deemed a Holder hereunder, unless and until the Company shall have received written notice of such transfer or assignment as herein provided and a written agreement of the assignee to be bound by the provisions of this Agreement. This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other than as expressly set forth in Section 7 and this Section 11(d) . Nothing herein shall be interpreted as limiting any restrictions on transfer otherwise applicable to Registrable Securities, whether by under applicable law or other written agreement to which a Holder is bound.

(e) Severability . Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision

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of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

(f) Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each Party to this Agreement and delivered to the other Party, it being understood that all Parties need not sign the same counterpart. Signatures delivered by electronic methods shall have the same effect as signatures delivered in person.

(g) Descriptive Headings . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(h) Governing Law; Waiver of Jury Trial . This Agreement shall be governed by and construed in accordance with the internal laws of New York applicable to parties residing in New York, without regard to applicable principles of conflicts of law. Each Party irrevocably consents to the exclusive jurisdiction of any court located within New York County, New York, in connection with any matter based upon or arising out of this Agreement or the matters contemplated hereby and it agrees that process may be served upon it in any manner authorized by the laws of the State of New York for such Persons and waives and covenants not to assert or plead any objection which it might otherwise have to such jurisdiction and such process. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12(h) .

(i) Notices . All notices and other communications hereunder shall be in writing and shall be deemed duly delivered: (i) upon receipt, if delivered personally; (ii) three (3) Business Days after being mailed by registered or certified mail, postage prepaid, return receipt requested; (iii) one (1) Business Day after it is sent by commercial overnight courier service; or (iv) upon transmission, if sent via facsimile or electronic mail with confirmation of receipt to the Parties to this Agreement at the addresses set forth in the Purchase Agreement (or at such other address for a Party as shall be specified upon like notice).

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(j) Rules of Construction . The Parties agree that they have each been represented by counsel during the negotiation, preparation and execution of this Agreement (or, if executed following the date hereof by counterpart, have been provided with an opportunity to review the Agreement with counsel) and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

(k) Interpretation . This Agreement shall be construed in accordance with the following rules: (i) the terms defined in this Agreement include the plural as well as the singular; (ii) all references in the Agreement to designated “Sections” and other subdivisions are to the designated sections and other subdivisions of the body of this Agreement; (iii) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms; (iv) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision; and (v) the words “includes” and “including” are not limiting.

[ Remainder of page intentionally left blank. Signature pages follow. ]

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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

PEAK RESORTS, INC.

By: /s/ Timothy D. Boyd

Name: Timothy D. Boyd

Title: President and CEO

CAP 1 LLC

By: /s/ Stephen A. Ives

Name: Stephen A. Ives

Title: Vice-President

Registration Rights Agreement

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Stockholders’ Agreement

among

Peak Resorts, Inc.

and

the Stockholders named herein

dated as of

November 2, 2016

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STOCKHOLDERS’ AGREEMENT

This Stockholders’ Agreement (this “ Agreement ”), dated as of November 2, 2016, is entered into among Peak Resorts, Inc., a Missouri corporation (the “ Company ”), Timothy D. Boyd, Stephen J. Mueller, and Richard K. Deutsch, (each a “ Management Stockholder ” and collectively the “ Management Stockholders ”), CAP 1 LLC, a Delaware limited liability company (the “ Investor ”), and each other Person who after the date hereof acquires Equity Securities (as defined below) of the Company and becomes a party to this Agreement by executing a Joinder Agreement in accordance with this Agreement (such Persons, collectively with the Investor and the Management Stockholders, the “ Stockholders ”).

RECITALS

WHEREAS, as of the date hereof, each Management Stockholder owns the percentage of the issued and outstanding Common Stock and other Equity Securities, in each such case set forth next to his or her name on the signature pages hereto and the Investor owns 20,000 shares (the “ Shares ”) of Series A Convertible Preferred Stock, par value $0.01 per share and the Warrants (as defined below); and

WHEREAS, the Company and the Stockholders deem it in their best interests to set forth in this Agreement their respective rights and obligations in connection with the Stockholders’ investment in the Company.

Article I
Definitions

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in this Article I.

“ 20.0% Beneficial Ownership Requirement ” means that the Investor or its Affiliates continue to beneficially own Equity Securities that represent, in the aggregate and on a fully diluted, as-converted basis, at least 20.0% of the issued and outstanding Equity Securities on a fully diluted, as-converted basis. For the avoidance of doubt, once the 20.0% Beneficial Ownership Requirement is no longer satisfied, it cannot be satisfied at a later date.

“ 11.4% Beneficial Ownership Requirement ” means that (a) at least 50.0% of the Series A Preferred Shares that are being issued at the Closing (subject to appropriate adjustments for stock splits, stock dividends and similar events that, by their nature, increase or decrease the number of Series A Preferred Shares outstanding) are issued and outstanding and (b) the Investor or its Affiliates continue to beneficially own Equity Securities that represent, in the aggregate and on a fully diluted, as-converted basis, at least 11.4% of the issued and outstanding Equity Securities on a fully diluted, as-converted basis. For the avoidance of doubt, once the 11.4% Beneficial Ownership Requirement is no longer satisfied, it cannot be satisfied at a later date.

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person. For purposes of this definition, “control” of a Person means the power, direct or indirect, to direct or cause the

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direction of the management and policies of such Person whether through ownership of voting securities or ownership interests, including ownership by trusts with substantially the same beneficial interests, by contract or otherwise.

“ Agreement ” has the meaning set forth in the preamble.

“ Applicable Law ” means all applicable provisions of (a) constitutions, treaties, statutes, laws (including the common law), rules, regulations, decrees, ordinances, codes, proclamations, declarations or orders of any Governmental Authority, (b) any consents or approvals of any Governmental Authority and (c) any orders, decisions, advisory or interpretative opinions, injunctions, judgments, awards, decrees of, or agreements with, any Governmental Authority.

“ Articles of Incorporation ” means the articles of incorporation of the Company, as filed with the Secretary of State of the State of Missouri and as amended, modified, supplemented or restated from time to time.

“ Board ” means the board of directors of the Company.

“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in Missouri and New York are authorized or required to close.

“ By-laws ” means the by-laws of the Company, as amended, modified, supplemented or restated from time to time.

“ Certificate of Designation ” means the Certificate of Designation of the Series A Convertible Preferred Stock.

“ Change of Control ” shall have the meaning set forth in the Certificate of Designation.

“ Closing ” has the meaning set forth in the Securities Purchase Agreement dated August 22, 2016 between the Company and the Investor.

“ Common Stock ” means the common stock, par value $0.01 per share, of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or similar reorganization.

“ Company ” has the meaning set forth in the preamble.

“ Director ” means a member of the Board.

“ Director Qualification Standards ” means (a) any requirements generally applicable to all of the Directors (and not, for the avoidance of doubt, requirements applicable to a director fulfilling a particular function) regarding service as a Director of the Company under Applicable Law or the rules and regulations of NASDAQ and (b) any additional qualification standards generally applicable to all Directors (and not, for the avoidance of doubt, requirements applicable to a director fulfilling a particular function) established by the Board or the Nominating Committee for eligibility of individuals to serve as Directors.

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“ Equity Securities ” means any and all shares of Common Stock and any securities of the Company convertible into, or exchangeable or exercisable for, such shares, and options, warrants or other rights to acquire such shares, which specifically includes the Series A Preferred Shares and the Warrants.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect at the time.

“ Exercise Period ” has the meaning set forth in Section 3.05(c) .

“ Governmental Authority ” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

“ Investor ” has the meaning set forth in the preamble.

“ Investor Director ” has the meaning set forth in Section 2.01(c) .

“ Investor Nominee ” has the meaning set forth in Section 2.01(a) .

“ Investor Notice ” has the meaning set forth in Section 3.04(b) .

“ Issuance Notice ” has the meaning set forth in Section 3.05(b) .

“ Joinder Agreement ” means the joinder agreement in form and substance of Exhibit A attached hereto.

“ Judgment ” means any judgment, writ, stipulation, award, injunction, determination, order or decree of any Governmental Authority.

“ Lien ” means any lien, claim, charge, mortgage, pledge, security interest, option, preferential arrangement, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever.

“ Management Stockholders ” has the meaning set forth in the preamble.

“ New Securities ” means any new Equity Securities that the Company may from time to time propose to issue or sell, excluding (a) the Warrants and any Common Stock issued pursuant to the exercise thereof, (b) the Series A Preferred Shares and any Common Stock issued pursuant to the conversion thereof, (c) any additional shares of Series A Convertible Preferred Stock issued by the Company pursuant to Section 6.04 of the Purchase Agreement, any Common Stock issued pursuant to the conversion thereof, any warrants issued by the Company pursuant to Section 6.04 of the Purchase Agreement and any Common Stock issued pursuant to the exercise thereof, (d) Equity Securities issued or issuable to officers, directors or employees of, or consultants to, the Company pursuant to any equity incentive program or agreement approved by the Board, (e) Equity Securities issued in connection with any adjustment pursuant to Section 8.06 of the Certificate of Designation and similar provisions set forth in the Warrants or any warrants described in clause (c) hereof, (f) Equity Securities issued to Persons with which the Company has business relationships, including under equipment leasing arrangements, bank or other institutional loans, acquisitions of companies or resorts or other arrangements or transactions wherein the principal purpose of the issuance of such Equity Securities is for non-equity financing purposes, provided that such issuance is approved by the Board and (g) the issuance of Common Stock in

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connection with any stock split, combination, dividend, distribution, reclassification, exchange or substitution .

“ Nominating Committee ” means the Nominating and Corporate Governance Committee of the Board or any successor committee thereto.

“ Offered Shares ” has the meaning set forth in Section 3.02(a) .

“ Organizational Documents ” means the By-laws, the Articles of Incorporation and the Certificate of Designation.

“ Permitted Liens ” means, with respect to any Management Stockholder, any Lien representing a pledge of any Equity Securities that secures such Management Stockholder’s obligations under a personal loan.

“ Permitted Transferee ” means with respect to any Stockholder, any Affiliate of such Stockholder or the Company.

“ Person ” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“ Proposed Transferee ” has the meaning set forth in Section 3.03(a) .

“ Public Sale ” means a public sale of Common Stock by a Stockholder on a Trading Market.

“ Registration Rights Agreement ” means that certain registration rights agreement, dated as of the date hereof, by and among the Company and the Investor, as such agreement may be amended, modified, supplemented or restated in accordance with its terms.

“ ROFO Acceptance ” has the meaning set forth in Section 3.02(d) .

“ ROFO Acceptance Period ” has the meaning set forth in Section 3.02(d) .

“ ROFO Notice Period ” has the meaning set forth in Section 3.02(c) .

“ ROFO Offer ” has the meaning set forth in Section 3.02(c) .

“ ROFR Notice ” has the meaning set forth in Section 3.04(d) .

“ ROFR Notice Period ” has the meaning set forth in Section 3.04(d) .

“ Sale Notice ” has the meaning set forth in Section 3.03(b) .

“ Securities Act ” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect at the time.

“ Selling Stockholder ” has the meaning set forth in Section 3.03(a) .

“ Series A Preferred Shares ” means the Series A Cumulative Convertible Preferred Stock of the Company.

“ Shares ” has the meaning set forth in the preamble.

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“ Stockholders ” has the meaning set forth in the preamble.

“ Subsidiary ” means with respect to any Person, any other Person of which a majority of the outstanding shares or other equity interests having the power to vote for directors or comparable managers are owned, directly or indirectly, by the first Person.

“ Tag-along Notice ” has the meaning set forth in Section 3.03(c) .

“ Tag-along Period ” has the meaning set forth in Section 3.03(c) .

“ Tag-along Sale ” has the meaning set forth in Section 3.03(a) .

“ Trading Market ” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

“ Transfer ” means to, directly or indirectly, sell, transfer, assign or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment or similar disposition of, any Equity Interest owned by a Person or any interest (including a beneficial interest) in any Equity Interest owned by a Person. A “Transfer” specifically excludes any pledge, encumbrance or hypothecation of any Equity Interest owned by a Person or any interest (including a beneficial interest) in any Equity Interest owned by a Person but specifically includes any subsequent transfer, assignment or disposition pursuant to the exercise of any creditor’s rights with respect to any such pledge, encumbrance or hypothecation.

“ Warrants ” means the followings warrants issued by the Company: Warrant Certificate No. 1dated as of the date hereof exercisable for 1,538,462 shares of Common Stock at an exercise price of $6.50 per share, Warrant Certificate No. 2 dated as of the date hereof exercisable for 625,000 shares of Common Stock at an exercise price of $8.00 per share and Warrant Certificate No. 3 dated as of the date hereof exercisable for 555,556 shares of Common Stock at an exercise price of $9.00 per share.

Article II

Nomination and Voting

Section 2.01 Investor Director; Observer .

(a) For so long as the 20.0% Beneficial Ownership Requirement is satisfied, the Investor shall be entitled to designate for nomination one (1) nominee of the Board, subject to such Person’s satisfaction of the Director Qualification Standards, the provisions of Section 2.03 and the recommendation of the Nominating Committee, which recommendation shall not be unreasonably withheld, conditioned or delayed, (such person, the “ Investor Nominee ”).

(b) In the event that the Investor nominates an Investor Nominee, the Company shall (i) include the Investor Nominee in its slate of nominees for election to the Board at each annual or special meeting of the stockholders of the Company at which Directors are to be elected and at which such Investor Nominee’s seat is subject to election and (ii) recommend that the Company’s stockholders vote in favor of the election of such Investor Nominee at any such annual or special meeting of the Company’s stockholders, subject to the Directors’ fiduciary duties. The Company and the Board shall take all reasonably necessary actions to ensure that, at all times when the Investor Nominee is eligible to

CPAM: 10212011.2

be appointed or nominated, there are sufficient vacancies on the Board to permit the election of the Investor Nominee as a Director. For the avoidance of doubt, the Investor shall not be required to comply with the advance notice provisions generally applicable to the nomination of Directors set forth in the By-laws so long as the Investor provides reasonable advance notice to the Company of the Investor Nominee prior to the mailing of the proxy statement by the Company.

(c) If an Investor Nominee then serving as a Director, if any, (the “ Investor Director ”) ceases to serve on the Board for any reason (other than pursuant to Section 2.02 ) during his or her term (until such time as the 20.0% Beneficial Ownership Requirement is not satisfied), the vacancy created thereby shall be filled, and the Company shall cause the Board to fill such vacancy, with a new Investor Nominee.

(d) In the absence of any nomination from the Investor at a time when it has the right to nominate a director as specified above, the Investor Director previously nominated by the Investor and then serving (if any) shall be the Investor Nominee (subject to the satisfaction of the qualification requirements for an Investor Nominee set forth herein).

Section 2.02 Termination of Investor Board Rights. If at any time the 20.0% Beneficial Ownership Requirement is not satisfied, then the Investor Director shall immediately resign, and the Investor shall cause such Investor Director to immediately resign, from his or her position as a Director effective as of the receipt of such notice.

Section 2.03 Director Qualifications . Notwithstanding anything to the contrary in this Agreement, the Investor agrees that, prior to and as a condition to the nomination and election of any Investor Nominee:

(a) such Investor Nominee shall have satisfied the Director Qualification Standards; provided that:

(i) no Investor Nominee shall be eligible to serve on the Board if he or she has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act (to the extent material to his or her ability or integrity to serve as a Director), is subject to any Judgment prohibiting service as a director of any public company, or is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act except for a disqualification event covered by Rule 506(d)(2) or (d)(3) and

(ii) if any Investor Nominee shall fail to satisfy the Director Qualification Standards or the requirements of the preceding clause (i), the Investor agrees that such Investor Nominee shall not be nominated or elected to the Board, and neither the Company nor any Stockholder shall have any obligation to recommend, support or vote for such Investor Nominee’s nomination or election,

(b) each Investor Nominee shall (and the Investor shall cause each Investor Nominee to) make himself or herself reasonably available for an interview and to consent to such customary reference and background checks as the Nominating Committee may reasonably request to determine such Investor Nominee’s eligibility to serve as a Director and compliance with the Director Qualification Standards and

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(i) all information reasonably requested by the Company that is required to be or is customarily disclosed for Directors, candidates for Directors and their respective Affiliates in a proxy statement or other filings in accordance with Applicable Law, any NASDAQ rules or listing standards or the Articles of Incorporation, By-laws or any corporate governance guidelines adopted from time to time by the Company provided that no such guidelines shall unreasonably or intentionally restrict the Investor’s rights under this Article II, in each case, relating to such Investor Nominee’s nomination or election, as applicable, as a Director; and

(ii) all information reasonably requested by the Company in connection with assessing eligibility under the Director Qualification Standards relating to such Investor Nominee’s nomination or election, as applicable, as a Director.

For the avoidance of doubt, if any Investor Nominee fails to meet the criteria for nomination and election set forth in this Article II, the Investor shall have the right to nominate a replacement Investor Nominee so long as doing so would not necessitate an amendment to the Company’s proxy statement for the special or annual meeting of stockholders at which such original Investor Nominee would have stood for election.

If at any time an Investor Director ceases to satisfy the criteria set forth in Section 2.03(a) above, then the Investor Director shall immediately resign, and the Investor shall cause such Investor Director to immediately resign, from his or her position as a Director effective as of the receipt of such notice, whereupon the Investor, provided the 20.0% Beneficial Ownership Requirement is satisfied, shall have the right to nominate an Investor Nominee for such vacancy.

Article III

Transfer of Interests

Section 3.01 General Restrictions on Transfer .

(a) Except as permitted pursuant to Section 3.01(b) , or in accordance with the procedures described in Section 3.02 or Section 3.03 , each Stockholder agrees that he or it will not, directly or indirectly, voluntarily or involuntarily, Transfer any of his or her Equity Securities.

(b) The provisions of Section 3.01(a) , shall not apply to any of the following Transfers by any Stockholder of any of his or her Equity Securities:

(i) to a Permitted Transferee;

(ii) pursuant to a Public Sale;

(iii) pursuant to a merger, consolidation or other business combination of the Company; or

(iv) with respect to the Investor, with the prior written consent of the Company, which shall not be unreasonably withheld.

(c) In addition to any legends required by Applicable Law, each certificate representing any Equity Securities issued to the Stockholders after the date hereof shall bear a legend substantially in the following form:

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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS’ AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT.”

(d) Unless the transferee is the Company, prior to consummation of any Transfer by a Management Stockholder of any of his or her Equity Securities (i) to a Permitted Transferee or in accordance with Section 3.02 , Section 3.03 or Section 3.04 , such Stockholder shall cause the transferee thereof to execute and deliver to the Stockholders and the Company a Joinder Agreement and agree to be bound by the terms and conditions of this Agreement. Upon any Transfer by a Management Stockholder of any of his or its Equity Securities (i) to a Permitted Transferee or in accordance with Section 3.02 , Section 3.03 or Section 3.04 , the transferee thereof (unless such transferee is the Company) shall be substituted for, and shall assume all the rights and obligations under this Agreement of, the transferor thereof. Upon a Transfer of Equity Securities pursuant to Section 3.01(b)(ii) or (iii) , such Equity Securities shall thereafter not be subject to the rights or obligations of this Agreement, and such transferee shall not be required to or permitted to execute a Joinder Agreement. Notwithstanding the foregoing, no transferee of all or any portion of the Series A Preferred Shares or the Warrants (other than a transferee who is an Affiliate of the Investor) shall have the right to exercise any of the rights of the Investor set forth in Article II , Section 3.02 , Section 3.03 , Section 3.05 and Article IV ; any transferee who is an Affiliate of the Investor shall have the right to exercise the rights of the Investor set forth in Article II , Section 3.02 , Section 3.03 , Section 3.05 and Article IV , provided that such transferee executes and delivers to the Stockholders and the Company a Joinder Agreement and agrees to be bound by the terms and conditions of this Agreement. Any subsequent Transfers of the Series A Preferred Shares or the Warrants shall be subject to this Article III .

(e) Any Transfer or attempted Transfer of any Equity Securities in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue be treated) as the owner of such Equity Securities for all purposes of this Agreement.

Section 3.02 Right of First Offer .

(a) Any Management Stockholder wishing to Transfer Equity Securities (other than a Transfer in accordance with Section 3.01(b) ) must inform the Investor of such intent in writing specifying the number of Equity Securities (the “ Offered Shares ”) it intends to Transfer.

(b) By delivering such written notice of intent, the Management Stockholder represents and warrants to the Investor that (i) the Management Stockholder has (and will have on the closing date of any purchase of such Offered Shares by the Investor pursuant to this Section 3.02 ) full right, title and interest in and to the Offered Shares, (ii) the Management Stockholder has (and will have on the closing date of any purchase of such Offered Shares by the Investor pursuant to this Section 3.02 ) all the necessary power and authority and has taken all necessary action to sell such Offered Shares as contemplated by this Section 3.02 , and (iii) the Offered Shares are (and will be on the closing date of any

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purchase of such Offered Shares by the Investor pursuant to this Section 3.02 ) free and clear of any and all Liens other than those arising as a result of or under the terms of this Agreement and other than Permitted Liens, which shall, as of the closing date of any purchase of such Offered Shares by the Investor pursuant to this Section 3.02 be released by the holder thereof.

(c) Upon receipt of such written notice of intent, the Investor shall have the right to offer to purchase all (but not less than all) of the Offered Shares by delivering a written notice (a “ ROFO Offer ”) to the Management Stockholder stating that it offers to purchase such Offered Shares on the terms and conditions (including price) specified therein. Any ROFO Offer so delivered on or before the date that is 15 Business Days after receipt by the Investor of such written notice of intent (the “ ROFO Notice Period ”) shall be binding upon delivery and irrevocable by the Investor.

(d) Upon receipt of any ROFO Offer, the Management Stockholder shall have the right to accept the offer set forth therein by delivering a written acceptance (the “ ROFO Acceptance ”) of the ROFO Offer to the Investor on or before the date that is 15 Business Days after receipt by the Management Stockholder of the ROFO Offer (the “ ROFO Acceptance Period ”). Any ROFO Acceptance so delivered on or before the expiration of the ROFO Acceptance Period shall constitute a binding agreement of the Management Stockholder to sell and the Investor to purchase, the Offered Shares on the terms and conditions set forth in the ROFO Offer. Any such sale shall be consummated on the 5 th Business Day after receipt by the Investor of the ROFO Acceptance, or as otherwise agreed between the Management Stockholder and Investor.

(e) If the Investor does not deliver a ROFO Offer during the ROFO Notice Period it shall be deemed to have waived all of its rights to purchase the Offered Shares under this Section 3.02 , and the Management Stockholder shall thereafter be free to market and Transfer on or before the date that is 60 Business Days after the expiration of such ROFO Notice Period the Offered Shares, subject to the provisions of Section 3.03 , to any Person. If the Management Stockholder does not so Transfer the Offered Shares on or before the date that is 60 Business Days after the expiration of such ROFO Notice Period, the rights provided hereunder shall be deemed to be revived and the Offered Shares shall not be offered to any person unless the Management Stockholder again complies with this Section 3.02 .

(f) If the Investor does deliver a ROFO Offer in accordance with this Section 3.02 , and the Management Stockholder does not deliver a ROFO Acceptance prior to the expiration of the ROFO Acceptance Period, the Management Stockholder may, during the 60 Business Day period following the expiration of the ROFO Acceptance Period, subject to the provisions of Section 3.03 , market and Transfer all of the Offered Shares to any Person on terms and conditions no more favorable to such Person than those set forth in the ROFO Offer. If the Management Stockholder does not Transfer the Offered Shares within such period, the rights provided hereunder shall be deemed to be revived and the Offered Shares shall not be offered for Transfer to any Person unless the Management Stockholder again complies with this Section 3.02 .

(g) Each Management Stockholder participating in a sale contemplated by this Section 3.02 shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 3.02 including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate .

(h) At the closing of any sale and purchase pursuant to this Section 3.02 , the Management Stockholder shall deliver to the Investor a certificate or certificates representing the Offered Shares to be sold (if any), accompanied by stock powers with signatures guaranteed and all necessary stock transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Investor by certified or official bank check or by wire transfer of immediately available funds.

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Section 3.03 Tag-along Rights .

(a) If at any time a Management Stockholder ( a “ Selling Stockholder ”), proposes to Transfer any shares of his or her Common Stock (other than a Transfer in accordance with Section 3.01(b) ) to a any Person (the “ Proposed Transferee ”), the Investor shall be permitted to participate in such Transfer (a “ Tag-along Sale ” ) on the terms and conditions set forth in this Section 3.03 .

(b) Prior to the consummation of any such Transfer of Common Stock described in Section 3.03(a) , the Selling Stockholder shall deliver to the Investor a written notice (a “ Sale Notice ”) of the proposed Tag-along Sale subject to this Section 3.03 no later than 10 Business Days prior to the closing date of the Tag-along Sale. The Sale Notice shall make reference to the Investor’s rights hereunder and shall describe in reasonable detail:

(i) the aggregate number of shares of Common Stock the Proposed Transferee has proposed to transfer;

(ii) the identity of the Proposed Transferee;

(iii) the proposed date, time and location of the closing of the Tag-along Sale;

(iv) the per share purchase price and the other material terms and conditions of the Transfer, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof; and

(v) a copy of any form of agreement proposed to be executed in connection therewith.

(c) The Investor shall exercise its right to participate in a Transfer of Common Stock by the Selling Stockholder subject to this Section 3.03 by delivering to the Selling Stockholder a written notice (a “ Tag-along Notice ”) stating its election to do so and specifying the number of shares of Common Stock to be Transferred by it no later than five Business Days after receipt of the Sale Notice (the “ Tag-along Period ”). The offer of the Investor set forth in a Tag-along Notice shall be irrevocable and the Investor shall be bound and obligated to Transfer in the proposed Transfer on the terms and conditions set forth in this Section 3.03 . The Selling Stockholder and the Investor shall have the right to Transfer in a Transfer subject to this Section 3.03 the number of shares of Common Stock equal to the product of (x) the aggregate number of shares of Common Stock the Proposed Transferee proposes to buy as stated in the Sale Notice and (y) a fraction (A) the numerator of which is equal to the number of shares of Common Stock then held by the Selling Stockholder or the Investor, as the case may be, and (B) the denominator of which is equal to the number of shares of Common Stock then held by the Selling Stockholder and the Investor.

(d) If the Investor does not deliver a Tag-along Notice in compliance with Section 3.03(c) above it shall be deemed to have waived all of its rights to participate in such Transfer, and the Selling Stockholder shall thereafter be free, subject to the provisions of Section 3.03(i) to Transfer to the Proposed Transferee its shares of Common Stock at a per share price that is no greater than the per share price set forth in the Sale Notice and on other terms and conditions which are not materially more favorable to the Selling Stockholder than those set forth in the Sale Notice.

(e) The Investor participating in a Transfer pursuant to this Section 3.03 shall receive the same consideration per share as the Selling Stockholder.

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(f) The Investor shall make or provide the same representations, warranties, covenants, indemnities and agreements as the Selling Stockholder makes or provides in connection with the Tag-along Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to the Selling Stockholder, the Investor shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); provided, that all representations, warranties, covenants and indemnities shall be made by the Selling Stockholder and the Investor severally and not jointly and any indemnification obligation in respect of breaches of representations and warranties shall be pro rata based on the consideration received by the Selling Stockholder and the Investor, in each case in an amount not to exceed the aggregate proceeds received by the Selling Stockholder and the Investor in connection with any Tag-along Sale.

(g) Each of the Selling Stockholder and the Investor shall be responsible for its own fees and expenses incurred in connection with a Tag-along Sale.

(h) The Investor shall take all actions as may be reasonably necessary to consummate the Tag-along Sale, including entering into agreements and delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by the Selling Stockholder.

(i) The Selling Stockholder shall have 60 Business Days following the expiration of the Tag-along Period in which to Transfer the shares of Common Stock described in the Sale Notice, at a per share price that is no greater than the per share price set forth in the Sale Notice and on other terms and conditions which are not materially more favorable to the Selling Stockholder than those set forth in the Sale Notice. If at the end of such 60 Business Day period, the Selling Stockholder has not completed such Transfer, the Selling Stockholder may not then effect a Transfer of Common Stock without again fully complying with the provisions of this Section 3.03 .

(j) If the Selling Stockholder Transfers to the Proposed Transferee any of its shares of Common Stock in breach of this Section 3.03 , then the Investor shall have the right to Transfer to the Selling Stockholder, and the Selling Stockholder undertakes to purchase from the Investor, the number of shares of Common Stock that such Investor would have had the right to Transfer to the Proposed Transferee pursuant to this Section 3.03 , for a per share amount and form of consideration and upon the terms and conditions on which the Proposed Transferee bought such Common Stock from the Selling Stockholder, but without indemnity being granted by the Investor to the Selling Stockholder; provided, that, nothing contained in this Section 3.03 shall preclude any Stockholder from seeking alternative remedies against such Selling Stockholder as a result of its breach of this Section 3.03 . The Selling Stockholder shall also reimburse the Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the enforcement of the Investor’s rights pursuant to this subsection (j).

Section 3.04 Right of First Refusal .

(a) If at any time the Investor desires to Transfer, other than pursuant to Section 3.01(b)(i) (ii) and (iii), all or any portion of the Series A Preferred Shares and/or Warrants (the “ Investor Offered Shares ”), then the Investor must first make an offering of the Investor Offered Shares to the Company in accordance with the provisions of this Section 3.04 . This Section 3.04 shall apply notwithstanding any consent provided by the Company pursuant to Section 3.01(b)(iv) unless such consent includes a waiver of the rights set forth in this Section 3.04 .

(b) The Investor shall, within three Business Days of receipt of any offer to purchase all or any portion of the Series A Preferred Shares and/or Warrants (other than an offer with respect to a

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Transfer to be made under Section 3.01(b) (i), (ii) and (iii) give written notice to the Company (the “ Investor Notice ”) stating that it has received such offer and specifying:

(i) the number of Investor Offered Shares to be Transferred by the Investor;

(ii) the identity of the transferee;

(iii) the per share purchase price and the other material terms and conditions of such Transfer, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof; and

(iv) the proposed date, time and location of the closing of such Transfer, which shall not be less than 15 Business Days from the date of the Investor Notice.

(c) By delivering the Investor Notice, the Investor represents and warrants to the Company that: (i) the Investor has (and will have on the closing date of any Transfer of such Investor Offered Shares to the Company pursuant to this Section 3.04 ) full right, title and interest in and to the Investor Offered Shares, (ii) the Investor has (and will have on the closing date of any Transfer of such Investor Offered Shares to the Company pursuant to this Section 3.04 ) all the necessary power and authority and has taken all necessary action to sell such Investor Offered Shares as contemplated by this Section 3.04 , and (iii) the Investor Offered Shares are (and will be on the closing date of any Transfer of such Investor Offered Shares to the Company pursuant to this Section 3.04 ) free and clear of any and all Liens other than those arising as a result of or under the terms of this Agreement and the Registration Rights Agreement or any Liens which as of the closing of any Investor Offered Shares purchased by the Company will be released.

(d) Upon receipt of the Investor Notice, the Company shall have ten Business Days (the “ ROFR Notice Period ”) to elect to purchase all (and not less than all) of the Investor Offered Shares by delivering a written notice (a “ ROFR Notice ”) to the Investor stating that it offers to purchase such Investor Offered Shares on the same terms specified in the Investor Notice. Any ROFR Notice shall be binding upon delivery and irrevocable by the Company.

(e) If the Company does not deliver a ROFR Notice in accordance with Section 3.04(d) , the Investor may, during the 60 Business Day period immediately following the expiration of the ROFR Notice Period Transfer all of the Investor Offered Shares to the transferee identified in the Investor Notice on terms and conditions no more favorable to such transferee than those set forth in the Investor Notice. If the Investor does not transfer the Investor Offered Shares within such period, the rights provided hereunder shall be deemed to be revived and the Investor Offered Shares shall not be Transferred to the transferee unless the Investor sends a new Investor Notice in accordance with, and otherwise complies with, this Section 3.04 .

(f) The Investor shall take all actions as may be reasonably necessary to consummate the Transfer contemplated by this Section 3.04 , including entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate.

(g) At the closing of any Transfer pursuant to this Section 3.04 , the Investor shall deliver to the Company the certificate or certificates representing the Investor Offered Shares to be sold (if any), accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Company by certified or official bank check or by wire transfer of immediately available funds. Any such closing shall take place not more than 60 days after delivery by the Company of the ROFR Notice to the Investor.

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Section 3.05 Pre-emptive Right .

(a) For so long as the 11.4 % Beneficial Ownership Requirement is satisfied, the Company hereby grants to the Investor the right to purchase its pro rata portion of any New Securities.

(h) The Company shall give written notice (an “ Issuance Notice ”) of any proposed issuance or sale of New Securities to the Investor within three Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including:

(i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common Stock, on a fully diluted basis, that such issuance would represent;

(ii) the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and

(iii) the proposed purchase price per share.

(i) The Investor shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “ Exercise Period ”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of shares of Common Stock (on a fully diluted, as-converted basis) owned by the Investor immediately prior to such issuance by (B) the total number of shares of Common Stock outstanding (on a fully diluted, as-converted basis) on such date immediately prior to such issuance by delivering a written notice to the Company. The Investor’s election to purchase New Securities shall be binding and irrevocable.

(j) No later than five Business Days following the expiration of the Exercise Period, the Company shall issue and sell to the Investor the number of New Securities that the Investor has agreed to purchase.

(k) Upon the consummation of the issuance of any New Securities in accordance with this Section 3.05 , the Company shall deliver to the Investor certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder and those attributable to the actions of the Investor), and the Company shall represent and warrant to the Investor that such New Securities shall be, upon issuance thereof to the Investor and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. The Investor shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale.

Article IV

Approval Rights

Section 4.01 Approval Rights . For so long as the 11.4 % Beneficial Ownership Requirement is satisfied, without the affirmative vote (or written consent as permitted by Applicable Law and the Organizational Documents of the Company) of the Investor, the Company shall not:

CPAM: 10212011.2

(a) materially modify or change the nature of the business of the Company or any Subsidiary thereof such that its business is devoted to any business other than the business of owning, operating and managing ski resorts in the United States;

(b) acquire or dispose of, or cause a Subsidiary of the Company to acquire or dispose of, after the date hereof (whether pursuant to merger, purchase or sale of capital stock, property or assets or otherwise) , any resorts, assets or properties for aggregate consideration (including the direct or indirect assumption of liabilities) equal to or greater than thirty percent (30%) of the enterprise value of the Company and its Subsidiaries as of the most recent month-end prior to such acquisition or disposal, as reflected on the most recent consolidated balance sheet of the Company prepared in accordance with generally accepted accounting principles consistently applied; or

For purposes of the foregoing, enterprise value means (x) the average of the market capitalization of the Company for the immediately prior 20 trading day period ending on the last day of such month plus (y) aggregate outstanding indebtedness and preferred stock of the Company and its Subsidiaries on the last day of such month minus (z) aggregate cash of the Company and its Subsidiaries on the last day of such month.

Notwithstanding the foregoing, the Investor shall not be entitled to exercise the foregoing special voting rights (but shall have any voting rights conveyed by Section 6.01 of the Certificate of Designation with respect to any related stockholder vote) with respect to any Change of Control.

Article V

Representations and Warranties

Section 5.01 Representations and Warranties . Each Stockholder, severally and not jointly, represents and warrants to each other Stockholder and the Company that:

(a) Such Stockholder has the capacity or full corporate power and authority, as applicable to execute and deliver this Agreement, to perform his or its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of his or its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of such Stockholder. Such Stockholder has duly executed and delivered this Agreement.

(b) This Agreement constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, require no action by or in respect of, or filing with, any Governmental Authority.

(c) The execution, delivery and performance by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not (i) conflict with or result in any violation or breach of any provision of any of the organizational documents of such Stockholder, as applicable, (ii) conflict with or result in any violation or breach of any provision of any Applicable Law,

CPAM: 10212011.2

or (iii) require any consent or other action by any Person under any provision of any material agreement or other instrument to which the Stockholder is a party.

(d) Except for this Agreement, the Registration Rights Agreement and any documents evidencing or governing Permitted Liens, such Stockholder has not entered into or agreed to be bound by any other agreements or arrangements of any kind with any other party with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (whether or not such agreements and arrangements are with the Company or any other Stockholder).

Article VI
Term and Termination

Section 6.01 Termination . This Agreement shall terminate upon the earliest of:

(a) the date on which none of the Stockholders holds any Equity Securities;

(b) the dissolution, liquidation, or winding up of the Company;

(d) the unanimous agreement of the Stockholders.

Section 6.02 Effect of Termination .

(a) The termination of this Agreement shall terminate all further rights and obligations of the Stockholders and the Company under this Agreement except that such termination shall not effect:

(i) the existence of the Company;

(ii) the obligation of any Party to pay any amounts arising on or prior to the date of termination or any prior breach by such party of its obligations hereunder;

(iii) the rights which any Stockholder may have by operation of law as a stockholder of the Company; or

(iv) the rights contained herein which, by their terms are intended to survive termination of this Agreement.

(b) The following provisions shall survive the termination of this Agreement: this Section 6.02 and Article VII .

Article VII
Miscellaneous

Section 7.01 Expenses . Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

CPAM: 10212011.2

Section 7.02 Release of Liability . In the event any Stockholder shall Transfer all of the Equity Securities held by such Stockholder in compliance with the provisions of this Agreement without retaining any interest therein, then such Stockholder shall cease to be a party to this Agreement and shall be relieved and have no further liability arising hereunder for events occurring from and after the date of such Transfer; provided that with respect to such Transfer the transferee thereof shall have executed and delivered to the Stockholders and the Company a Joinder Agreement to the extent required by Section 3.01(d) .

Section 7.03 Notices . All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.03 ):

If to Timothy D. Boyd:	17406 Hidden Valley Dr. Wildwood, MO. 63038
	Email: timboyd@skihv.com
If to Stephen J. Mueller:	16640 Bartizan Dr. Wildwood, MO 63038
	Email: smueller@mountsnow.com
If to Richard K. Deutsch:	P.O. Box 445 West Dover, VT 05356
	Email: ddeutsch@mountsnow.com
If to Investor:	CAP 1 LLC 655 Madison Avenue New York, NY 10065
	Facsimile: 212 317 4169
	Email: rh@srllc.com
	Attention: Rory Held
with a copy to (which shall not constitute notice):	Chadbourne & Parke LLP 1301 Avenue of the Americas New York, NY 10019 - 6022
	Facsimile: 212-541-5369
	Email: fvellucci@chadbourne.com
	Attention: Frank S. Vellucci

Section 7.04 Interpretation . For purposes of this Agreement, (a) the words “include,” “ includes ” and “ including ” shall be deemed to be followed by the words “ without limitation ”; (b) the word “ or ” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “ hereto ” and “ hereunder ” refer to this Agreement as a whole. The definitions given for any defined terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context

CPAM: 10212011.2

otherwise requires, references herein: (x) to Articles, Sections, and Exhibits mean the Articles and Sections of, and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

Section 7.05 Headings . The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 7.06 Severability . If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 7.07 Entire Agreement . This Agreement, the Registration Rights Agreement and the Organizational Documents constitute the sole and entire agreement of the parties with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency or conflict between this Agreement and any Organizational Document, the Stockholders and the Company shall, to the extent permitted by Applicable Law, amend such Organizational Document to comply with the terms of this Agreement.

Section 7.08 Successors and Assigns . Subject to the provisions of Section 3.01(d) , this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign all or any portion of its rights or obligations under this Agreement (except to the extent permitted by Section 3.01(d) ) without the prior written consent of all of the parties hereto.

Section 7.09 No Third-party Beneficiaries . This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.10 Amendment and Modification; Waiver . This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

CPAM: 10212011.2

Section 7.11 Governing Law ; Submission to Jurisdiction; Waiver of Jury Trial . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE CITY OF NEW YORK AND COUNTY OF MANHATTAN, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.11.

Section 7.12 Equitable Remedies . Each party hereto acknowledges that the other parties hereto would be irreparably damaged in the event of a breach or threatened breach by such party of any of its obligations under this Agreement and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, each of the other parties hereto shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach, be entitled to seek an injunction from a court of competent jurisdiction (without any requirement to post bond) granting such parties specific performance by such party of its obligations under this Agreement. In the event that any party files a suit to enforce the covenants contained in this Agreement (or obtain any other remedy in respect of any breach thereof), the prevailing party in the suit shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conduction the suit, including reasonable attorney’s fees and expenses.

Section 7.13 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

CPAM: 10212011.2

Section 7.14 No Agreement as Director or Officer . Each Stockholder is entering into this Agreement as a stockholder of the Company and makes no agreement or understanding in this Agreement in such Stockholder’s capacity as a Director or officer of the Company or any of its Subsidiaries, and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by any Stockholder as such a Director or officer, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict any Stockholder from exercising his or her fiduciary duties as an officer or Director to the Company or its stockholders.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Peak Resorts, Inc.

By: /s/ Timothy D. Boyd

Timothy D. Boyd, Chief Executive Officer

__ /s/ Timothy D. Boyd ___________________

Name: Timothy D. Boyd

Common Stock: See attached Exhibit B

__ /s/ Stephen J. Mueller ___________________

Name: Stephen J. Mueller

Common Stock: See attached Exhibit B

__ /s/ Richard K. Deutsch ___________________

Name: Richard K. Deutsch

Common Stock: See attached Exhibit B

CAP 1 LLC

By _/s/ Stephen A. Ives _________________

Name: Stephen A. Ives

Title: Vice-President

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EXHIBIT A

Joinder Agreement

Reference is hereby made to the Stockholders’ Agreement, dated as of ___________, (as amended from time to time, the “ Stockholders Agreement ”), among Timothy D. Boyd, Stephen J. Mueller, Richard K. Deutsch, Peak Resorts, Inc., a Missouri corporation, and CAP 1 LLC, a Delaware limited liability company . Pursuant to and in accordance with Section 3.01(d) of the Stockholders’ Agreement, the undersigned hereby agrees that upon the execution of this Joinder Agreement, it shall (a) become a party, as a Stockholder, to the Stockholders’ Agreement, (b) subject to the provisions of Section 3.01(d) of the Stockholders’ Agreement, be subject to and bound by all of the covenants, terms and conditions of the Stockholders’ Agreement, and (c) be deemed to be a Stockholder for all purposes thereof.

The undersigned hereby makes the representations and warranties set forth in Article V as of the date hereof.

Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Stockholders’ Agreement.

[SIGNATURE PAGE FOLLOWS]

CPAM: 10212011.2

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of [DATE].

[TRANSFEREE STOCKHOLDER]

By_____________________

Name:

Title:

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EXHIBIT B

Shareholder Name and Address	Number of Shares Held
Richard Deutsch PO Box 20 Valley View Rd. West Dover, VT 05356	483,400
Melissa K. Boyd, Trustee of the Timothy D. Boyd 2011 Family Trust u/t/a dated January 28, 2011 17406 Hidden Valley Drive Wildwood, Mo 63025	221,900
Melissa K. Boyd, Trustee of the Melissa K. Boyd Revocable Trust u/t/a August 27, 1996 17406 Hidden Valley Drive Wildwood, Mo 63025	302,400
Timothy D. Boyd, Trustee of the Timothy D. Boyd Revocable Trust u/t/a dated August 27, 1996 17406 Hidden Valley Drive Wildwood, Mo 63025	750,000
Stephen J. Mueller and Beth R. Mueller, Trustees of the Stephen J. Mueller Revocable Living Trust u/t/a dated October 5, 2012, as amended 16640 Bartizan Drive Wildwood , Mo 63038	489,100

CPAM: 10212011.2

PEAK RESORTS

For Further Information:

Christi Cowdin

616-233-0500

InvestorRelations@PeakResorts.com

For Immediate Release

Peak Resorts, Inc. Completes Private Placement

of $20 million of Cumulative Convertible Preferred Stock and Warrants

Wildwood, Missouri – November 2, 2016 – Peak Resorts, Inc. (Nasdaq: SKIS) , a leading operator of high-quality, individually branded ski resorts in the U.S., today announced the completion of its previously announced private placement of its Series A cumulative convertible preferred stock and warrants to purchase common stock to CAP 1 LLC, a family client of Summer Road LLC.

The private placement consists of $20 million in Series A cumulative convertible preferred stock and three warrants, exercisable for 12 years, to purchase 1,538,462 shares of the Company’s common stock at $6.50 per share; 625,000 shares of common stock at $8.00 per share; and 555,556 shares of common stock at $9.00 per share, in each case, subject to adjustments. FBR served as financial advisor to Peak Resorts in the transaction.

With the completion of this private placement, also now in effect is the previously approved Modification of Master Credit Agreements with affiliates of EPR Properties, approved as of October 24, 2016. With the Modification Agreement in effect, additional debt service deposits due to EPR have been reduced to $1.1 million in cash or letter of credit, and the fixed charge coverage ratio will not be measured again until on or after May 1, 2017. The Modification Agreement requirement regarding the potential future tripping of the fixed charge coverage ratio covenant would require the Company to increase the cash or letter of credit to a total of three months of additional interest.

These actions address the issue of Peak Resorts’ current cash position being restrained due to ongoing delays in the release of funds raised pursuant to the United States Citizenship and Immigration Services (USCIS) EB-5 Program. The Company believes that the private placement investment and Modification Agreement debt service adjustments will increase capital levels and provide funding for continued growth and general corporate purposes.

“We are encouraged by the vote of confidence shown in our management, quality of assets and future opportunities,” said Tim Boyd, president and chief executive officer of Peak Resorts, Inc. “This investment will significantly strengthen our balance sheet, ensuring that we remain properly positioned to manage ongoing operations and continue to grow market share, both organically and through acquisition.”

About Peak Resorts
Headquartered in Missouri, Peak Resorts is a leading owner and operator of high-quality, individually branded ski resorts in the U.S. The company now operates 14 ski resorts primarily located in the

Northeast and Midwest, 13 of which are company owned, including Hunter Mountain, the Catskills' premier winter resort destination.

The majority of the resorts are located within 100 miles of major metropolitan markets, including New York City, Boston, Philadelphia, Cleveland and St. Louis, enabling day and overnight drive accessibility. The resorts under the company's umbrella offer a breadth of activities, services and amenities, including skiing, snowboarding, terrain parks, tubing, dining, lodging, equipment rentals and sales, ski and snowboard instruction and mountain biking and other summer activities. To learn more, visit the company’s website at PeakResorts.com, or follow Peak Resorts on Facebook (https://www.facebook.com/skipeakresorts), Twitter or Instagram for resort updates.

Forward-Looking Statements
This news release contains forward-looking statements regarding the future outlook and performance of Peak Resorts, Inc., within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from current expectations. These risks and uncertainties are discussed under the caption “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended April 30, 2016, filed with the Securities and Exchange Commission, and as updated from time to time in the company’s filings with the SEC. Peak Resorts undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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