Exhibit 101  Waiver and Amendment of Securities Purchase Agreement


		
			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.    




		
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		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.
		

			
					
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						PEAK RESORTS, INC.

				
	
					
						By: /s/ Timothy D. Boyd

				
	
					
						Name: Timothy D. Boyd

				
	
					
						Title: President and CEO

				
	
					
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						CAP 1 LLC

				
	
					
						By: /s/ Stephen A. Ives

				
	
					
						Name: Stephen A. Ives

				
	
					
						Title:  Vice-President

				



		
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		EXHIBIT A
		

		
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						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

					
					
						Big 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

				
	
					
						Jeanne 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

				
	
					
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						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

				



		
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