3 the EB-5 Immigrant Investor Program

I-3 the EB-5 Immigrant Investor Program.

"IN Act" means the Immigration & Nationality Act, 8 U.S.C.§ 1153.

“Initial Limited Partner” means Douglas Hauer.

“Limited Partner” means the Initial Limited Partner and any other person who becomes admitted as an Limited Partner in accordance with this Agreement.

“Liquidation Trustee” means the person chosen, if a General Partner is not then serving as such, by a Supermajority-in-Interest of the Limited Partners to wind up the affairs of the Partnership in accordance with Section 3473 and other applicable provisions of the Act and this Agreement.

“Losses” for any Fiscal Year or period means the excess, if any, of the items of loss and deduction over the items of income and gain of the Partnership as recorded on its financial accounting books and records for such Fiscal Year or period.

“Majority-in-Interest of the Limited Partners” means those Limited Partners holding more than Fifty (50%) percent of the total of the Partnership Interests held by all Limited Partners.

“Offering Memorandum” means that certain Private Placement Memorandum of

Carinthia Group I, L.P. and Carinthia Group 2, L.P. dated February 27, 2014, as the same may be amended or supplemented.

“Organizational Expenses” means the fees, costs and expenses of, and incidental to, the organization of the Partnership. Such expenses shall include any and all amounts categorized as

“organizational expenses” under the Code, including without limitation, expenditures for legal, accounting and professional fees incurred in connection with the formation of the Partnership, structuring and preparation of this Agreement, organizational meetings and establishing the books and records of the Partnership.

“Partners” means the General Partner and the Limited Partners, and each of them individually.

“Partnership” means the limited partnership formed pursuant to the Certificate.

“Partnership Interest” means a Partner’s economic rights under this Agreement to share in Profits and Losses and to receive distributions of Available Cash or other Partnership assets, but does not include a Partner’s Ancillary Legal Interest.

“Pre-Operating Expenses” means the investigative fees, costs and expenses incidental to the creation of the Partnership and the fees, costs and expenses incurred prior to the

commencement of operations of the Partnership. Such expenses shall include any and all amounts categorized as "start-up expenditures" under the Code.

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“Profits” for any Fiscal Year or period means the excess, if any, of the items of income and gain over the items of loss and deduction of the Partnership as recorded on its financial accounting books and records for such Fiscal Year or period.

“Projects” means the West Lake project and the Carinthia Ski Lodge project, each as more fully described in Exhibit B.

“Related Party Transaction” means any actual or proposed transaction of the

Partnership directly or indirectly with any one or more of the General Partner or any Affiliate of the General Partner.

“Subscription Agreement” means the Subscription Agreement included in Section 4 of the Offering Memorandum.

“Supermajority-in-Interest of the Limited Partners” means those Limited Partners holding more than Sixty-Six and two-thirds (66-2/3%) percent of the total of the Partnership Interests held by all Limited Partners.

“Syndication Expenses” means expenses incurred to promote the sale of, or to sell, Partnership Interests.

“Tax Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Tax Distributions” – see Section 10(a) and Appendix II.

“Tax Regulatory Requirements” means legal duties and requirements imposed by the Tax Code, Treas. Reg. 1.704 – 1(b)(a)(iv) or any other provision of the Income Tax Regulations promulgated under the Tax Code, as the same may be amended from time to time (and including corresponding provisions of any successor statutes or governmental regulations).

“Transfer” includes an assignment, conveyance, grant or suffering the existence of a security interest or other lien or encumbrance, inter vivos gift and testamentary disposition, and any other disposition (whether voluntary or by operation of law) of a Partner’s Partnership Interest or Ancillary Legal Interest, in whole or in part; and in the case of the General Partner, also entering into a merger or other form of business combination transaction with, or issue of voting securities to, any person other than an Affiliate of the General Partner.

“Unauthorized Conduct” means, with respect to any Limited Partner, directly or indirectly, (i) executing any instrument, (ii) conveying title to any Partnership property, (iii) making any oral or written admission or representation, (iv) accepting notice from any third party or service of process, (v) receiving money or property of a third party, or (vi) taking any action to bind the Partnership after dissolution or in connection with winding up its affairs;

provided, however, the foregoing shall not apply to a person who has been (x) duly elected a manager or managing member of the General Partner, or (y) duly appointed by the General Partner as an officer, employee or agent of the General Partner, or the Partnership or (z) duly

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appointed as a Liquidation Trustee, when such person acts in any such indicated capacity.

“Unit” means the smallest whole number representing the ownership share of a holder (whether or not the holder has been admitted as a Partner) in the aggregate of the Partnership Interests.

“Unprotected Misconduct” means, with respect to the General Partner, either of the following: (i) any willful and material violation of law that has a material adverse financial effect upon the Partnership; or (ii) an intentional act or omission constituting fraud, embezzlement or misappropriation in connection with the business, assets and properties, accounts or reports of the Partnership.

“USCIS” means the United States Citizenship and Immigration Services.

II-1 APPENDIX II

ADDITIONAL CAPITAL ACCOUNT MAINTENANCE, ALLOCATION AND