Mount Snow PPM

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Copy: __________

Issued To: ______________________________

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

MOUNT SNOW

CARINTHIA GROUP

89 Grand Summit Way West Dover, VT 05356

LIMITED PARTNERSHIP INTERESTS

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

beginning on Page 54.

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

contrary is a criminal offense.

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

SECTION1 OFFERING

SECTION2 BUSINESSPLAN

SECTION3 LIMITEDPARTNERSHIPAGREEMENTS

SECTION4 SUBSCRIPTIONDOCUMENTS

SECTION5 EXHIBITS

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

THE FOLLOWING PARAGRAPHS CONTAIN IMPORTANT INFORMATION AND DISCLAIMERS THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE

PURCHASERS OF LIMITED PARTNERSHIP UNITS.

The limited partnership interests (each interest referred to herein as “Unit”) offered hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon

exemptions from registration contained in the Securities Act and Regulation D and Regulation S promulgated thereunder. The Units are being offered to a limited number of persons and investors who will purchase the Units for their own accounts as a long-term investment. There will be no public market for the Units and re-sales and other transfers of the Units are limited by federal and state laws and

contractual restrictions contained in a Limited Partnership Agreement (the “Partnership Agreement”). Hedging transactions involving the Units may not be conducted unless in compliance with the Securities Act.

This private placement memorandum is not an offer to sell the Units in any jurisdiction to any person where the offer and sale is not permitted. It is the responsibility of any person outside the United States wishing to purchase any Units to satisfy itself as to the full observance of the laws of any relevant territory outside of the United States in connection with any such purchase, including obtaining any required governmental or other consents or observing any other applicable formalities. You will not be permitted to purchase Units and become an investor in the Partnership unless and until your subscription agreement has been accepted by the general partner, which reserves the unconditional right to reject your subscription.

In making an investment decision, you must rely on your own examination of the Partnership and the terms of this offering, including the merits and risks involved. An investment in the Units involves a high

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degree of risk and the Units are subject to substantial restrictions on transferability and resale. See the section of this private placement memorandum entitled “Risk Factors” for a description of certain factors that you should consider.

This private placement memorandum is the only document being used to offer and sell the Units offered hereby. Prospective investors must not rely on any other information, either written or oral, in connection with the decision to purchase the Units offered hereby. No person should consider investing until such person has fully read and understood the contents of this private placement memorandum (including the Exhibits). The general partner will be available to answer questions regarding the terms and conditions of this offering, and any additional information that may be requested by prospective investors.

This private placement memorandum has been drafted in the English language and we have not

authorized anyone on our behalf to translate this private placement memorandum into any other language. To the extent this private placement memorandum shall be translated into any language other than

English, and there are inconsistencies between the original English document and the translated

document, the language contained in the English document will supersede the language contained in the translated document.

No dealer, salesman or other person has been authorized to give any information or to make any representations in connection with this offering other than those contained in this private placement memorandum, and, if given or made, such information or representations must not be relied upon as having been authorized by us or any other person.

Except as otherwise indicated, this private placement memorandum speaks as of the date hereof. There may be changes in our affairs, prospects, or attributes after the date hereof. We do not undertake to update this private placement memorandum to reflect any such change, and neither the delivery of this private placement memorandum nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs after the date hereof.

The sale of the Units is subject to the provisions of, and each purchaser of Units will be required to execute, a subscription agreement (which includes a consent to limited partnership agreement), an investor questionnaire and an escrow agreement (collectively referred to in this private placement

memorandum as the “Subscription Documents”). Any summary of the terms of a Subscription Document that we provide in this private placement memorandum is subject to and qualified in its entirety by the full text of such Subscription Document. Any purchase of the Units should be made only after a

complete and thorough review of the provisions of the Subscription Documents. In the event that any of the terms, conditions, or other provisions of the Subscription Documents are inconsistent with or contrary to the description or terms in this private placement memorandum, the Subscription Documents will control. Investors will be required to represent that they are familiar with and understand the terms of this offering; that they agree to comply with the restrictions on transfer described herein; and that they meet certain investor suitability standards.

Parallel Fund

Carinthia Group 1, L.P. will be exempt from registration under Section 3(c)(1) of the Investment

Company Act of 1940. A separate parallel fund, Carinthia Group 2, L.P., is being established which will rely upon another exemption; it will have an identical investment program, the same general partner and substantially identical Limited Partnership Agreement with that of Carinthia Group 1, L.P. Without altering the economic rights and obligations of the partners, the general partner, in its reasonable

discretion, may at any time cause a limited partner to exchange its interest in Carinthia Group 1, L.P. for an economically equivalent interest in the parallel fund, Carinthia Group 2, L.P.

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Prospective investors should not rely on the information contained in this private placement memorandum as legal, immigration or tax advice and you are urged to consult with your personal counsel, accountant, or other advisor as to legal, immigration, tax, financial, and other related matters concerning your investment in the Partnership.

By accepting receipt of this private placement memorandum, you agree not to copy or furnish copies of the private placement memorandum or any part thereof in any form whatsoever or to disclose information contained herein to persons other than your professional advisors instructed solely to assist you in the evaluation. You and they are prohibited from using the private placement memorandum and any information contained herein other than to evaluate an investment in the Partnership, and acknowledge that written translation of this private placement memorandum, or any part thereof, into any other

language is not authorized. The agreements made herein shall survive your withdrawal from the offering and/or the Partnership for whatever reason and shall continue in full force and effect regardless of the eventual result of any application for lawful permanent residence in the United States of America made in conjunction with investment in the Partnership. If you do not invest in the Partnership, then prior to release of any escrow deposit you shall immediately return to the general partner your copy of this private placement memorandum, together with any copies furnished by you to your advisors or counsel.

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Section 1 The Offering

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TABLE

OF

Carinthia Group 1, L.P. and Carinthia Group 2, L.P. are Vermont limited partnerships (the “Partnership”) that were organized in October 2012 and March 2014, respectively, by their general partner, Mount Snow GP Services LLC (the “general partner”) to finance two construction projects at the Mount Snow Ski Resort in Windham County, Vermont, described in this private placement memorandum (collectively, the “Project”). The sole member of the general partner is Mount Snow Ltd., which is a wholly owned subsidiary of Peak Resorts, Inc. The Partnership will operate as an approved project within the State of Vermont Regional Center (the “regional center”) which is a federally designated “regional center” under Section 610 of the Departments of Commerce, Justice and State, the Judiciary and Related Agencies Appropriations Act of 1993, as amended. As described below on Page 53, the general partner may at its discretion cause a limited partner to exchange its interest in Carinthia Group 1, L.P. for an economically equivalent interest in the parallel fund, Carinthia Group 2, L.P.

The Project has been structured to help investors meet the requirements of the immigrant investor program created pursuant to Section 203(b)(5) of the Immigration and Nationality Act (“INA”) and administered by the United States Citizenship and Immigration Services (“USCIS”). The immigrant investor program allocates 10,000 immigrant visas per year to qualified individuals seeking lawful permanent resident status on the basis of their investment in a commercial enterprise. In this private placement memorandum we refer to this program as the “EB-5 Visa Program” and to such qualified individuals as “alien entrepreneurs” or “EB-5 Investors.” The offering is not limited to EB-5 Investors. The Partnership hereby offers for sale on a best efforts basis up to 104 Units in the Partnership at a subscription price of $500,000 (the “subscription price”), with a minimum subscription for all investors of one Unit ($500,000). The subscription price of $500,000 shall constitute a capital contribution to the Partnership. The subscription price does not include an administrative fee of $50,000 per Unit (the “administrative fee”) to be paid to the general partner, which amount shall not constitute a capital contribution, but which amount will be used to pay the fees and expenses of the general partner and Mount Snow Ltd. incurred in structuring and organizing the Project described herein in compliance with the requirements of the EB-5 Visa Program, including marketing, consulting, escrow, legal and other fees and expenses and any fees of foreign broker/dealers, and coordinating with counsel and foreign

broker/dealers with respect to the collection of information from potential alien entrepreneurs and other administrative matters arising in connection with their admission as limited partners of the Partnership.

SUITABILITY STANDARDS In General

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

Subscription Agreement

You will be required to execute a subscription agreement that contains your representations, among others, that:

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2  you, either alone or together with your advisors, have such knowledge and experience in financial

and business matters that you are capable of evaluating the merits and risks of the purchase of the Unit;

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

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

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

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

Regulation D

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

 Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political

subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

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

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3  Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation,

Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

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

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

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

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

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

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

 Any natural person resident in the United States;

 Any partnership or corporation organized or incorporated under the laws of the United States;  Any estate of which any executor or administrator is a U.S. person;

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

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4  Any non-discretionary account or similar account (other than an estate or trust) held by a

dealer or other fiduciary for the benefit or account of a U.S. person;

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

o Organized or incorporated under the laws of any foreign jurisdiction; and

o Formed by a U.S. person principally for the purpose of investing in securities not

registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined above) who are not natural persons, estates or trusts.

Restrictions Imposed by the USA Patriot Act and Related Acts

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

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

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

 within the scope of Executive Order 13224 — Blocking Property and Prohibiting

Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism, effective September 24, 2001;

 subject to additional restrictions imposed by the following statutes or regulations, and executive orders issued there under: the Trading with the Enemy Act, the Iraq Sanctions Act, the National Emergencies Act, the Antiterrorism and Effective Death Penalty Act of 1996, the International Emergency Economic Powers Act, the United Nations Participation Act, the International Security and Development Cooperation Act, the Nuclear Proliferation

Prevention Act of 1994, the Foreign Narcotics Kingpin Designation Act, the Iran and Libya Sanctions Act of 1996, the Cuban Democracy Act, the Cuban Liberty and Democratic Solidarity Act and the Foreign Operations, Export Financing and Related Programs

Appropriation Act or any other law of similar import as to any non-U.S. country, as each such act or law has been or may be amended, adjusted, modified or reviewed from time to time; or  designated or blocked, associated or involved in terrorism, or subject to restrictions under

laws, regulations, or executive orders as may apply in the future similar to those set forth above.

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5 SUMMARY OF THE OFFERING

This is a summary and does not include all of the information that may be important to you. You should read this entire private placement memorandum and the attached exhibits before you decide to invest in the Partnership. Throughout this private placement memorandum when there is a reference to you it is a reference to you as a potential investor or participant in the Partnership.

The Limited Partnerships

Carinthia Group 1, L.P. and Carinthia Group 2, L.P. are limited partnerships formed under the laws of the State of Vermont. The principal office of each such partnership is 89 Grand Summit Way, West Dover, VT 05356. These partnerships were formed to conduct the business and activities described below under “—Project Description”. Throughout this memorandum, we refer to both partnerships as “the

Partnership.” Carinthia Group 2, L.P. is a parallel partnership formed to comply with the Investment Company Act of 1940. To comply with securities laws, the general partner may, in its reasonable

discretion, cause a limited partner to exchange its interests in Carinthia Group 1, L.P. for an economically equivalent interest in Carinthia Group 2, L.P. These two partnerships will serve as co-lenders of the Loan Facilities described on Page 15.

The General Partner

The general partner of the Partnership is Mount Snow GP Services LLC, a limited liability company organized under the laws of the State of Vermont. The principal office of the general partner is 89 Grand Summit Way, West Dover, VT 05356. The general partner will be responsible for the day to day

management of the Partnership. The rights and duties of the general partner are set forth in the Partnership Agreements included in Section 3 of this private placement memorandum. You should read the entire Partnership Agreements before you decide to invest in the Partnership.

The sole member of the general partner is Mount Snow Ltd. (“Mount Snow”). Mount Snow owns and operates the Mount Snow Ski Resort, adjacent hotels, a golf course and other parcels of land, all of which are located in West Dover and Wilmington, Windham County, Vermont. Mount Snow is a wholly owned subsidiary of Peak Resorts, Inc., a Missouri corporation (“Peak Resorts”). Peak Resorts is a holding company that, through its wholly owned subsidiaries, owns or leases and operates a total number of 13 day ski areas and overnight drive destination ski areas through the Midwestern, Northeastern and Southeastern United States. Its principal executive offices are located at 17409 Hidden Valley Drive, Wildwood, Missouri 63025.

Project Description

The Partnership intends to use the proceeds of this offering to fund loans that will be advanced to newly created wholly-owned subsidiaries of Mount Snow to finance the development of two capital projects for the Mount Snow Ski Resort – the West Lake Project and the Carinthia Ski Lodge Project (together, the “Project”).

The West Lake Project includes the construction of a new water storage reservoir for snowmaking with capacity of up to 120 million gallons, three new pump houses and the installation of snowmaking pipelines, trail upgrades and expansion, new ski lift and ancillary equipment. The Carinthia Ski Lodge Project includes the construction of Carinthia Ski Lodge, a new three-story approximately 36,000-square-foot skier service building located at the base of the Carinthia slopes. Carinthia Ski Lodge will include a restaurant, cafeteria and bars with seating for over 600 people, a retail store, convenience store and sales center for lift tickets and rentals. The anticipated overall cost of the Project is $66,000,000, of which $52,000,000 is intended to be funded with the proceeds from this offering and will be supplemented with the additional investment in cash, land or value of $14,000,000 provided by Mount Snow.

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6 All Units are offered by the Partnership on a “best efforts” basis. There is no assurance that all or any of the desired capital will be raised through the offering. The offering has a minimum amount of $500,000 (one Unit) and, subject to the release of the funds from escrow, the Partnership may utilize proceeds as they are received. To the extent that the offering is not fully subscribed and less than $52,000,000 is raised, the Partnership will allocate up to the first $30,000,000 of subscriptions received and accepted to West Lake Water Project LLC for the development of the West Lake Project. The West Lake Project will be developed in three tranches consisting of $10,000,000 (tranche one), $12,500,000 (tranche two) and $7,500,000 (tranche three). To the extent that the general partner accepts subscriptions for any tranche and the proceeds resulting from such subscriptions do not equal the amount for such tranche set forth above, Mount Snow will be required to make alternative arrangements to finance the balance of the tranche. There can be no assurance that Mount Snow will be able to obtain such additional financing on acceptable terms, or at all.

If and when subscriptions received exceed $30,000,000, the next $22,000,000 will be allocated to Carinthia Ski Lodge LLC for the development of the Carinthia Ski Lodge Project. To the extent that the general partner accepts subscriptions for the development of the Carinthia Ski Lodge and the proceeds resulting from such subscriptions do not equal $22,000,000, Mount Snow will be required to make alternative arrangements to finance the balance required to complete the Project. There can be no

assurance that Mount Snow will be able to obtain such additional financing on acceptable terms, or at all. For a more complete description of the Project, please see “The Project” below, and “Section 2. Business Plan.”

Terms of the Offering

You are being offered the opportunity to purchase a Unit in the Partnership. The time period for the offer and sale of the Units began on the date of this private placement memorandum and will continue until the Partnership has received capital contributions from the sale of Units of $52,000,000, unless terminated sooner by the general partner in its discretion.

The minimum individual capital contribution to the Partnership is $500,000 which is the minimum investment amount prescribed for qualifying investments in a regional center under the EB-5 Visa Program. To the extent that the minimum qualifying investment amount is increased, the minimum subscription and capital contribution will be increased to match the minimum qualifying investment amount. The minimum subscription may be reduced by the general partner in its discretion in the case of investors that are not EB-5 Investors and such investors will not be required to pay the administrative fee described below. In addition to his or her capital contribution each EB-5 Investor must also pay an administrative fee of $50,000 to the general partner. The administrative fee will be used to pay (including reimbursement of previously paid amounts) the fees and expenses of the general partner and Mount Snow Ltd. incurred in structuring and organizing the Project in compliance with the requirements of the EB-5 Visa Program, including marketing, consulting, escrow, legal and other fees and expenses and any fees of foreign broker/dealers, and coordinating with counsel and foreign broker/dealers with respect to the collection of information from potential alien entrepreneurs and other administrative matters arising in connection with their admission as limited partners of the Partnership.

All capital contributions and administrative fees will be held in escrow by People’s United Bank (the “Escrow Agent”) pursuant to the terms of an escrow agreement between the investor, the general partner and the Escrow Agent (the “Escrow Agreement”). Funds will not be released from escrow until USCIS approval of the first I-526 petition filed by an investor in the Partnership (the “Escrow Release

Conditions”). Once the Escrow Release Conditions are satisfied, the funds will remain in escrow until released by the general partner to be used to fund the Project. Until such time as the general partner releases the funds from escrow, the general partner may, in its sole discretion, reject an investment in the partnership. The general partner's acceptance of your subscription is discretionary, and the general

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7 partner may reject your subscription for any reason without incurring any liability to you for this decision. If your subscription is rejected, then all of your funds, including the administrative fee, will be promptly returned to you.

The Loan Facilities

The capital contributions of investors will be used to fund two credit facilities that the Partnership will enter into with (1) West Lake Water Project LLC, a Vermont limited liability company (“West Lake LLC”) in the amount of $30,000,000 (such facility, the “West Lake facility”) and (2) Carinthia Ski Lodge LLC, a Vermont limited liability company (“Carinthia Ski Lodge LLC” and together with West Lake LLC, the “Developers”) in the amount of $22,000,000 (such facility, the “Carinthia facility” and, together with the West Lake facility, the “facilities”). West Lake LLC and Carinthia Ski Lodge LLC are wholly owned subsidiaries of Mount Snow Ltd. The facilities will be used to develop the West Lake Project and the Carinthia Ski Lodge Project, respectively.

Each facility will be represented by a non-revolving line of credit note (“Note”) and subject to the terms of a loan agreement. Interest shall accrue on the unpaid Principal Sum on a simple interest basis at a fixed rate of 1.0% per annum commencing on the First Advance Date until the Maturity Date as set forth in each respective Note. In the event Borrower exercises the Extension Option in the Note, interest shall accrue on the unpaid Principal Sum on a simple interest basis as follows: (i) at a fixed rate of 7.0% per annum commencing on the fifth (5th) anniversary of the First Advance Date; and (ii) a fixed rate of 10.0% per annum commencing on the sixth (6th) anniversary of the First Advance Date until the Maturity Date. Such interest will not be compounded or capitalized. Interest payments shall be paid to the Lender in arrears by the Borrower by way of annual payments on December 1 of each year during which any portion of the Principal Sum is outstanding. Interest shall be computed on the basis of the actual number of days elapsed and a year of 365 days commencing on the First Advance Date. The Developer may prepay the loan at any time subject to the condition that such prepayment does not negatively impact the capacity of the limited partners of the Partnership to be admitted to the United States under the EB-5 Visa Program. For a more complete description of the facilities, please see “The Loan Facilities” below. EB-5 Visa Program

The Project has been structured to help investors meet the requirements of the immigrant investor program created pursuant to Section 203(b)(5) of the Immigration and Nationality Act (“INA”) and administered by the United States Citizenship and Immigration Services (“USCIS”). The immigrant investor program allocates 10,000 immigrant visas per year to qualified individuals seeking lawful permanent resident status on the basis of their investment in a commercial enterprise. In this private placement memorandum we refer to this program as the “EB-5 Visa Program” and to such qualified individuals as “alien entrepreneurs” or “EB-5 Investors”.

The Project has been structured to qualify under separate provisions in the law that permit: (1) a reduced investment of $500,000, relying upon the presence of the principal place of business of the commercial enterprise within a targeted employment area (“TEA”); and (2) reliance upon a less restrictive indirect job creation requirement due to the location of the Project within an approved regional center (in this case, the Mount Snow Resort is located in the Vermont Regional Center) authorized by the INA under a pilot program that was created in 1992. The pilot program is currently scheduled to expire on September 30, 2015.

The U.S. immigration laws and the requirements of the EB-5 Visa Program are complex. You should consult with counsel familiar with U.S. immigration laws and practice. Purchase of a Unit does not guarantee you will receive lawful permanent residence in the United States. Please see “Risk Factors— Risks Related to the Immigration Process” below.

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8 Risk Factors

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

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

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

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

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

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

For a more complete description of the risks involved with an investment in this offering, please see “Risk Factors” below.

Compensation

The administrative fee of $50,000 will be paid to the general partner and will be used to pay (including reimbursement of previously paid amounts) the fees and expenses of the general partner and Mount Snow Ltd. incurred in structuring and organizing the Project in compliance with the requirements of the EB-5 Visa Program, including marketing, consulting, escrow, legal and other fees and expenses and any fees of foreign broker/dealers, and coordinating with counsel and foreign broker/dealers with respect to the collection of information from potential alien entrepreneurs and other administrative matters arising in connection with their admission as limited partners of the Partnership.

Other than receiving its general partnership interest and receiving reimbursement for expenses and other costs incurred directly or indirectly by the general partner to fulfill its duties under the Partnership Agreement, the general partner is not entitled to compensation for its services rendered pursuant to the Partnership Agreement. The construction of the West Lake Project and the Carinthia Ski Lodge Project will be overseen by Mount Snow or one of its affiliates, who will enter into contracts with West Lake LLC and Carinthia Ski Lodge LLC for this service. Mount Snow or such affiliate thereof will receive contractor supervision payments of 15% of the build cost for each Project.

Return of Funds if I-526 is denied

In general, once the General Partner accepts the investment and the funds are released from escrow, the funds are nonrefundable. However, an investor may seek a return of the $500,000 capital contribution and a portion of the $50,000 administrative fee if his or her I-526 petition is denied. Any return of funds is subject to the discretion of the General Partner, and requires that an investor has made a good faith effort to secure USCIS approval of his or her I-526 petition. A request for the return of capital and a portion of the administrative fee must be made in writing to the General Partner.

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9 ADDITIONAL INFORMATION

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

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

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

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

FORWARD LOOKING STATEMENTS AND ASSOCIATED RISKS This private placement memorandum includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this private placement memorandum or in any supplement to this private placement memorandum, including without limitation, any statements as to the expected timing of the Project, projected financial condition and operating results, business

strategies, plans, intentions, and objectives of management, are forward-looking statements. Nothing contained in this private placement memorandum is, or should be relied upon as, a promise or

representation as to future performance. Any statements, assumptions, estimates, projections, intentions, or other forward-looking statements with respect to such future performance set forth in this private placement memorandum are based upon assumptions made, which may or may not prove to be correct. No representation is made as to the accuracy of such statements, assumptions, estimates, projections, and intentions. Furthermore, we are under no duty to update any of the forward-looking statements after the date of this private placement memorandum to conform them to actual results.

Important factors that could cause our actual results to differ from our expectations are disclosed in this private placement memorandum, including under the heading “Risk Factors.” You should read carefully the section of this private placement memorandum under the heading “Risk Factors” for a discussion of certain factors that may affect our business, prospects and actual results.

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10 THE PROJECT

Introduction

Mount Snow Resort, located in southern Vermont, is the closest major ski area to eastern metropolitan centers, just a 4½ hour drive from the major metropolitan areas of New York City and approximately 2½ hours from Boston. Mount Snow Ski Resort is owned by Mount Snow Ltd., which is a wholly-owned subsidiary of Peak Resorts Inc., headquartered in Missouri.

Mount Snow

Founded in 1954, Mount Snow is one of the largest resorts in the eastern United States, with a land area of 2,451 acres, of which 894 acres are within the Green Mountain National Forest. Mount Snow Ski Area includes 460 acres of trails spread over four mountain areas (including Carinthia) and served by a

network of 20 lifts. Ski terrain features 80 trails, gladed tree-skiing areas, a 400-foot competition superpipe, a minipipe, nine freestyle parks, a tubing park and several beginner areas. With 70% of the trails rated intermediate, it appeals to skiers and snowboarders from throughout the East. The Carinthia area includes almost 100 acres of terrain park features for freestyle skiers and snowboarders. It has been the site for national freestyle competitions drawing thousands of spectators.

In addition to skiing and snowboarding, other winter activities include day and night-time snow tubing, snowmobile tours, ski/snowboard lessons, competitions and special events. Summer offerings include an 18-hole golf course, mountain bike trail network, hiking trails, scenic summer chairlift rides and special events/festivals. Lodging accommodations with conference facilities serve transient guests, conference groups and wedding parties. For further information see Section 2 -- Business Plan.

Mount Snow was one of the early resorts to use snowmaking, the process of making snow to ensure reliable ski conditions. Initially, 7% of the mountain was covered by snowmaking. Today, almost 80% of the mountain can be covered by snowmaking. Mount Snow’s snowmaking fleet includes high-tech fan guns, which can produce large amounts of snow in a short period of time. Currently, water for

snowmaking comes from three storage ponds totaling approximately 22 million gallons. All water withdrawals have been approved by state and federal regulations pursuant to the regulations in place at the time of construction.

In 2011 Mount Snow received approval from the State of Vermont Agency of Natural Resources for its Master Development Plan. This plan includes the development of up to 900 residential units;

development of 200,000 square feet of new skier service buildings; and mountain improvements including additional snowmaking and new ski lifts. The first phase of the master plan is the

redevelopment of the Carinthia Base Area with up to 150 residential units, a new skier service lodge and a redesigned parking area.

West Lake Project

Both Mount Snow and the Vermont Agency of Natural Resources (“VANR”) have long recognized the need to improve Mount Snow’s snowmaking system and bring its snowmaking sources into compliance with existing minimum flow requirements. Since the 1990s, Mount Snow has been working with the State to look for alternative sources of water for snowmaking and to bring water withdrawals into compliance with current standards. After exploring several options, a proposal to withdraw water from Cold Brook was identified as a viable alternative. Water will be withdrawn from Cold Brook and then pumped to West Lake, a 120-million-gallon water storage facility. From West Lake, water for

snowmaking will be pumped to Mount Snow. West Lake will support future snowmaking expansion at Mount Snow Ski Resort and also address long-standing deficiencies of appropriate minimum flows at existing snowmaking water sources. On September 1, 2010, VANR released its “Flow Determination”

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11 under the environmental protection rules – Chapter 16: Water Withdrawals for Snowmaking (Appendix B). This determination concluded that Mount Snow’s West Lake proposal was consistent with the rules and that VANR would permit the proposed Cold Brook water withdrawal, with various conditions pertaining to conservation flows, flow monitoring, system maintenance and others.

Once West Lake is constructed and operational, Mount Snow’s plans include increasing snowmaking coverage to 100% of skiable terrain. This includes 157 acres of new snowmaking terrain, most of which (79%) is located on National Forest Service lands. The Project involves the installation of more than 40,000 feet of pipelines to carry water, air and/or electrical conduit for snowmaking operation. In October 2010, the U.S. Forest Service issued a Decision Notice approving the snowmaking expansion. Mount Snow’s West Lake Project is the culmination of nearly two decades of effort that will provide sufficient water to meet Mount Snow’s snowmaking demands for the foreseeable future, including all anticipated new trail construction, and allow all water withdrawals from Mount Snow’s current water supply sources to either be eliminated or brought into compliance with Vermont’s current snowmaking water withdrawal rules.

To support the development of Mount Snow’s new snowmaking operations, Mount Snow will purchase two parcels of raw land in Wilmington, Vermont for development and operation of the water storage reservoir. Upon purchase of the two parcels, Mount Snow will enter into a Ground Lease Agreement with West Lake LLC (the “West Lake Ground Lease”). The West Lake Ground Lease will cover the property comprising the West Lake Project, its development and management, and will operate in tandem with a Water Use Agreement (described below) for supply of snowmaking water to the Mount Snow resort. With this, the West Lake Ground Lease will include use of the proposed pipeline. The West Lake Ground Lease will run for a term of fifty (50) years, with an option to extend for an additional forty-nine (49) years. Rent payments under the West Lake Ground Lease will be $10.00 per year, in addition to the sale of snowmaking water, as further provided in the Water Use Agreement.

Mount Snow and West Lake LLC will also enter into a Water Use Agreement for the sale and distribution of snowmaking water to Mount Snow. The term of the Water Use Agreement, insurance requirements, maintenance obligations and default-related provisions will be consistent with the terms of the West Lake Ground Lease. Under the Water Use Agreement, Mount Snow will pay West Lake LLC $5,000.00 per one million gallons of snowmaking water, except as provided in the subordination, non-disturbance and attornment agreement. See “The Loan Facilities – Subordination.”

Carinthia Ski Lodge Project

The Carinthia Base Area, home to Mount Snow’s freestyle terrain parks, is a key portal to Mount Snow. Mount Snow has proposed the construction of a new approximately 36,000 square-foot ski lodge. The new Carinthia Ski Lodge will serve both day and overnight guests and include a cafeteria, restaurant, two bars, a retail shop, convenience store, ski rentals, ski school, lockers and a game room for kids. The new ski lodge will be the commercial guest services hub for future planned upscale accommodations that are to be built at the Carinthia base area as part of the Mount Snow master development plan. In addition, a new expanded paved parking lot is proposed that will replace the existing dirt lot. The new lot will address existing environmental concerns (iron seep, storm water runoff) that occur with the current parking lot.

The Carinthia Ski Lodge Project will be developed on land currently owned and controlled by Mount Snow. Accordingly, Mount Snow will also enter into a Ground Lease Agreement with Carinthia Ski Lodge LLC (the “Carinthia Ground Lease” and, together with the West Lake Ground Lease, the “Ground Leases”) to support the construction of the new Carinthia Ski Lodge. Carinthia Ski Lodge LLC will manage all aspects of the proposed construction. Under the Carinthia Ground Lease, Carinthia Ski Lodge LLC will be granted the right of access over roads, parking areas, driveways, and sidewalks in connection

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12 with the use of and access to the facility. Full use of the development will be granted to Mount Snow and expressly provided for in the Carinthia Ground Lease. The Carinthia Ground Lease will run for a term of fifty (50) years, with an option to extend for an additional forty-nine (49) years. Rent payments under the Carinthia Ground Lease will be $10.00 per year, except as provided in the subordination,

non-disturbance and attornment agreement. See “The Loan Facilities-Subordination.” Permitting

The West Lake Project including the snowmaking expansion received a decision notice from the U.S. Forest Service in October 2010. The West Lake Project also must be approved by State of Vermont regulatory agencies. The application is under review by the state and it is anticipated a permit will be issued by early 2014.

In October 2010, Mount Snow submitted an Act 250 application with the State of Vermont for its master plan. In July 2011, the Vermont District Environmental Commission approved the master plan in concept. However, each construction project requires a separate application and the issuance of a permit to

construct. Mount Snow anticipates that the permitting process for the construction phase is anticipated to conclude in calendar 2014. In addition, land development laws in Vermont determine when and how much land may be opened for development at any one time.

Subject to approval by the applicable state, local and federal regulatory agencies under applicable laws and the approval and issuance of all permits required for construction of the Projects, both the West Lake Project and Carinthia Ski Lodge Project are expected to begin preliminary groundbreaking in 2014 The Partnership will not release funds for hard construction costs to the Developers until all applicable approvals and permits have been obtained.

Project Cost

The anticipated overall cost of the Project is $66,000,000, of which $52,000,000 is intended to be funded with the proceeds from this offering (assuming all Units offered hereby are sold) and will be

supplemented with the additional investment in cash, land or value of $14,000,000 provided by Mount Snow.

To the extent that the offering is not fully subscribed and less than $52,000,000 is raised, the Partnership will allocate up to the first $30,000,000 of subscriptions received and accepted to West Lake LLC for the development of the West Lake Project.

The West Lake Project will be developed in three tranches consisting of $10,000,000 (tranche one), $12,500,000 (tranche two) and $7,500,000 (tranche three). To the extent that the general partner accepts subscriptions for any tranche and the proceeds resulting from such subscriptions do not equal the amount for such tranche set forth above, Mount Snow will be required to make alternative arrangements to finance the balance of the tranche. There can be no assurance that Mount Snow will be able to obtain such additional financing on acceptable terms, or at all.

If and when subscriptions received exceed $30,000,000, the next $22,000,000 will be allocated to Carinthia Ski Lodge LLC for the development of the Carinthia Ski Lodge. To the extent that the general partner accepts subscriptions for the development of the Carinthia Ski Lodge and the proceeds resulting from such subscriptions do not equal $22,000,000, Mount Snow will be required to make alternative arrangements to finance the balance required to complete the Project. There can be no assurance that Mount Snow will be able to obtain such additional financing on acceptable terms, or at all.

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13 EB-5 Visa Program

The Project has been structured to help investors meet the requirements of the EB-5 Visa Program and qualify via their investment in the Project to become eligible for admission to the United States as lawful permanent residents with the investor’s qualifying family members.

1. Amount of Investment; Targeted Employment Area: The EB-5 Visa Program typically calls for a minimum investment of $1,000,000 to be invested by EB-5 Investors; however, the minimum investment amount in the case of the Project is reduced to $500,000 because the Project is situated in a TEA. A TEA must meet one of two criteria, the first, concerning population, or the second, concerning high rates of unemployment in towns whose population equals or exceeds 20,000. The first criterion, concerning population, is the relevant criterion for the Project, as it states that if an investment is made in a town or city whose population is less than 20,000, and the town or city is not within a metropolitan statistical area (MSA) as designated by the U.S. Office of Management and Budget, the investment is deemed to have been made in a TEA. The general partner believes that the Project is in a TEA because West Dover and Wilmington, Vermont have a population well below 20,000.

2. Counting Employment Positions Created; State of Vermont Regional Center: To qualify as an investor under the EB-5 Visa Program, each investor must demonstrate that 10 full-time, year-around employment positions will be created on account of the investment for U.S. citizens, lawful permanent residents and other immigrants lawfully authorized to be employed in the United States. Non-immigrant (temporary) workers, the investor, the investor’s spouse and the investor’s children are excluded from the count. A full-time employment position (including one position shared by more than one employee) means one that requires at least 35 hours each week to fulfill. An employment position is deemed created when the worker is remunerated on the payroll of the new enterprise (the “Payroll Condition”).

Independent contractors are excluded from the direct employment position creation count.

An exception to the Payroll Condition is made if the enterprise is located within and affiliated with a regional center created under a pilot program first enacted by the U.S. Congress in 1992 that provides for the authorization of regional centers by the U.S. Department of Justice, Immigration and Naturalization Service (n/k/a USCIS). Enterprises located within and affiliated with a regional center are not required to employ 10 workers for each qualifying investment. Instead it suffices if the investor demonstrates that at least 10 qualifying employment positions will be created directly or indirectly on account of the

investment.

In June 1997, the State of Vermont, Agency of Commerce and Community Development (“ACCD”), was granted a designation as an approved regional center under this pilot program. An investment in a

commercial enterprise situated within and affiliated with the regional center, the State of Vermont, that fosters economic expansion through increased exports, greater regional productivity, employment

creation or additional domestic capital investment, qualifies for the broader view of employment creation. Accordingly, an investor in the Project, which is established in Vermont, is permitted to demonstrate that some, possibly all, of the employment positions created on account of the investment in the enterprise will be indirect employment positions, i.e., not on the payroll of the enterprise. In demonstrating the number of indirect employment positions created the investor may rely upon reasonable methodologies such as multiplier tables, feasibility studies, analyses of foreign and domestic markets for the goods or services to be exported, and other economically or statistically valid forecasting devices which indicate the likelihood that the business will result in increased employment.

The general partner has commissioned an economic impact assessment to determine the number of employment positions expected to be created as a result of 104 EB-5 Investors each contributing

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

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15 THE LOAN FACILITIES

The proceeds from the offering will be used to fund two credit facilities that the Partnership will enter into with (1) West Lake LLC in the amount of up to $30,000,000 and (2) Carinthia Ski Lodge LLC in the amount of up to $22,000,000. To the extent that the offering is not fully subscribed and less than

$52,000,000 is raised, up to the first $30,000,000 will be allocated to the West Lake facility and the credit facilities will be reduced accordingly. West Lake LLC and Carinthia Ski Lodge LLC are wholly owned subsidiaries of Mount Snow Ltd. The facilities will be used to develop the West Lake Project and the Carinthia Ski Lodge Project, respectively.

Each facility will be represented by a non-revolving line of credit note and subject to the terms of a loan agreement. The following is a summary of certain material terms of the notes, the loan agreements and the guaranties of collection and is qualified in its entirety by the complete text of such documents, which are included in Section 5 of this private placement memorandum.

Interest. The loans bear interest at a rate of 1% per annum. Interest accrues on a simple interest basis and is not compounded or capitalized and is payable in arrears semi-annually.1 In the event Borrower

exercises the Extension Option in the Note, interest shall accrue on the unpaid Principal Sum on a simple interest basis as follows: (i) at a fixed rate of 7.0% per annum commencing on the fifth (5th) anniversary of the First Advance Date; and (ii) a fixed rate of 10.0% per annum commencing on the sixth (6th) anniversary of the First Advance Date until the Maturity Date. Such interest will not be compounded or capitalized. Interest payments shall be paid to the Lender in arrears by the Borrower by way of annual payments on December 1 of each year during which any portion of the Principal Sum is outstanding. Interest shall be computed on the basis of the actual number of days elapsed and a year of 365 days commencing on the First Advance Date. The Developer may prepay the loan at any time subject to the condition that such prepayment does not negatively impact the capacity of the limited partners of the Partnership to be admitted to the United States under the EB-5 Visa Program.

Maturity. The Borrower shall repay the Loan in full, together with any interest accrued but unpaid thereon, on the maturity date set forth in the Note. The Note shall automatically mature and be due and payable in full, together with any interest accrued but unpaid thereon, on the fifth anniversary date of the first Advance (“First Advance Date”) under the respective Note (the “Maturity Date”); provided,

however, the Borrower may upon written consent of the Lender, such consent not to be unreasonably withheld, extend the Maturity Date for a period of up to an additional two (2) years (the “Extension Option”). If the Borrower exercises the Extension Option, then the term “Maturity Date” shall include the Extension Option. It is the Borrower's intention to repay the Principal Sum, together with any interest accrued but unpaid thereto, on the Maturity Date with the proceeds of long-term financing or from other available sources.2

1

The general partner expects that each Developer will make interest payments from income generated from the Project. See Business Plan in Section 2 of this private placement memorandum. Pending completion of the Projects and commencement of revenues, Mount Snow will put in place working capital facilities which the Developers may utilize to make interest payments to the Partnership.

2

The general partner expects each Developer will consider a number of options to repay the loan to the Partnership upon maturity. Such options include but are not limited to: (1) a strategic refinancing of the facility; (2) reserving funds from operations; (3) the proceeds of a loan from Mount Snow or Peak Resorts; and (4) the purchase of the Developer’s assets by Mount Snow or Peak Resorts or another of its affiliates. See Risk Factors below beginning on page 24.

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16 Prepayment. The Developer may prepay the loan at any time subject to the condition that such

prepayment does not negatively impact the capacity of the limited partners of the Partnership to be admitted to the United States under the EB-5 Visa Program.

Covenants. The loan agreement contains covenants with respect to: (a) the use of the proceeds of the advances to develop and construct the Project; (b) compliance with laws and maintenance of all authorizations necessary for the development of the Project; (c) preservation of existence; (d) maintenance and implementation of procedures necessary for the development of the Project; (e) maintenance of properties; (f) maintenance of insurance; (g) payment of taxes; (h) performance of obligations under the loan agreement; (i) inspection rights; and (j) assurances. The loan agreement prohibits the Developer from taking certain actions without the consent of the Partnership including: (i) creating any lien upon any of the properties or assets financed or purchased with the proceeds of the loan other than security interests with respect to money borrowed from the Partnership and permitted liens (as defined); (ii) transferring or granting a security interest other than permitted liens in any of the properties or assets financed or purchased with the proceeds of the loan; (iii) selling any equity interests to any person other than Peak Resorts, Inc. or any of its wholly-owned subsidiaries or merging or consolidating with any person; (iv) guaranteeing the obligations of any other person, except endorsements of negotiable instruments for collection in the ordinary course of business; (v) other than transactions on terms no less favorable to the Developer than those that could reasonably be obtained at arms' length in the ordinary course of business, entering into any transaction with any affiliate; (vi) extending any credit to any affiliate or any other person; and (vii) granting any lien in, or otherwise encumber, any of its properties or other assets other than permitted liens.

Default. The following shall constitute events of default: (a) failure to pay as and when due any principal or interest; (b) failure to observe any other obligation to be performed by the Developer under the loan agreement or under the note which is uncured for a period of 60 business days after the Developer becomes aware of the occurrence thereof; (c) any representation or warranty made by the Developer in the loan agreement was false or misleading in any material respect at the time when made; (d) any

judgment involving an amount in excess of $100,000 is entered against the Developer and is undischarged for a period of 30 days; (e) the Developer makes an assignment for the benefit of creditors generally; (f) the commencement of any action for the dissolution or liquidation of the Developer, or the

commencement of any case or proceeding for reorganization or liquidation of the Developer's debts under the Bankruptcy Code or similar law provided, however, that the Developer has 60 days to obtain the dismissal or discharge of any involuntary proceeding filed against it; (g) the appointment of a receiver for the Developer for a material portion of its property; (h) the loan agreement or the note ceases for any reason to be in full force and effect or shall be declared to be null and void or unenforceable in whole or in part; (i) other than liens in favor of the Partnership or liens otherwise consented to in writing by the Partnership, the imposition of any lien or series of liens against the Developer or any of the properties or other assets financed or purchased with the proceeds of the loan except permitted liens; (j) the Developer ceases to develop and construct the Project prior to completion; and (k) the guaranty described below ceases to be in effect.

Remedies on Default. Upon an event of default the Partnership may declare all obligations, including all principal and interest, to be immediately due and payable, without protest, demand or other notice. Upon the occurrence of an event of default specified in clauses (e), (f) or (g) above, all advances, including all interest accrued but unpaid thereon, are immediately due and payable without any declaration by the Partnership. The Developer will pay the Partnership's fees incurred in any action seeking enforcement of its rights hereunder. No rights and remedies may be exercised upon an event of default if such rights or remedies would jeopardize any of the limited partners’ capacity to be admitted to the United States of

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17 America as unconditional lawful permanent residents with their spouses and unmarried, minor children pursuant to the EB-5 Visa Program.

Guaranty of Collection. Each Developer’s indebtedness to the Partnership is subject to a guaranty of collection from Peak Resorts. The word “indebtedness” means and includes any and all of the Developer’s liabilities, obligations, debts, and indebtedness to the Partnership that are incurred in

connection with the loan and evidenced by the note. The guaranty is a guaranty of collection only, and not a guaranty of payment. As such, the Partnership acknowledges that upon an uncured default and lawful acceleration of indebtedness, the Partnership will resort first directly against the Developer and fully exhaust any and all legal remedies existing or available and shall have failed to collect the full amount of the indebtedness before proceeding against the guarantor; and (b) give notice of the terms, time, and place of any public or private sale of collateral held, if any, by the Partnership and comply with any other applicable provisions of the Uniform Commercial Code as adopted in Vermont, or any other applicable law. Under the terms of the facilities, the loans are not secured by any collateral. The guaranty contains a covenant with respect to the provision by the guarantor of financial information concerning the guarantor to a third party that is not affiliated with the guarantor or any of its affiliates.

Subordination

Mount Snow and the Developers, as the tenants under the Ground Leases, will enter into a subordination, non-disturbance and attornment agreement with Mount Snow's existing lender, acknowledging the subordinate status of the applicable lease, but with such lender's agreement not to disturb such tenant's tenancy and possession of the West Lake and Carinthia Lodge properties in the event of any foreclosure, sale or other action or proceeding for the enforcement of the loan documents, or deed in lieu thereof; provided and on and subject to the condition that (i) at the time of such foreclosure or other enforcement proceeding or deed in lieu of foreclosure, the tenant under such lease is not in default, (ii) such tenant and lender or any transferee of the property, as the successor landlord, shall agree, (1) with respect to the Carinthia Ground Lease, to adjust rent under such lease to an amount equal the then market rent, and (2) with respect to the Water Use Agreement to cap the annual water use payments to an amount equal to the lesser of (x) $1,050,000.00 and (y) the principal amount owed by West Lake LLC pursuant to the West Lake Facility, multiplied by three and one-half percent (3.5%), and (iii) upon foreclosure, or other enforcement proceeding or a deed in lieu of foreclosure, the sale of any and all ski lift tickets and ski rentals (and all other sales relating to or requiring access to and the use of the Mount Snow Resort) shall be managed by the lender or other transferee/successor landlord of the property, and the profits from such sales shall belong to lender or transferee/successor landlord; provided, however, any use of the lodge, or any part thereof, by such successor landlord shall be at market rent and subject to approval by the tenant..

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18 U.S. IMMIGRATION FOR EB-5 INVESTORS

The information with respect to the EB-5 Visa Program and other immigration matters provided in this private placement memorandum is not intended to be and should not be construed as legal advice. You should consult with your own counsel regarding United States immigration laws and your eligibility for participation in the EB-5 Visa Program. There can be no assurance that foreign investors will meet the requirements of the EB-5 Visa Program and become lawful permanent residents of the United States. Please see “Risk Factors—Risks Related to the Immigration Process” for certain risks that you should consider prior to making an investment in the Partnership.

The discussion of immigration matters below reflects the Partnership’s current understanding of applicable law, regulations and guidance from USCIS as of the date of this private placement

memorandum. Such laws, regulations and guidance may change in the future and, in the event of any such changes, the investor and the Project will be required to comply with any new or modified conditions of the EB-5 Visa Program.

Four Steps to Becoming a Lawful Permanent Resident through the EB-5 Visa Program

As discussed below there are four steps to becoming a lawful permanent resident (“LPR”) of the United States through the EB-5 Visa Program:

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

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

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

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

Step One: The I-526 Petition

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

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

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

Mount Snow PPM

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

MOUNT SNOW

CARINTHIA GROUP

Section 1

The Offering

TABLE

OF

CONTENTS