Exhibit 10.1


 


STOCKHOLDERS AGREEMENT


 


BY AND AMONG


 


INTRAWEST RESORTS HOLDINGS, INC.,


 


INTRAWEST EUROPE HOLDINGS S.À R.L.


 


AND


 


INTRAWEST S.À R.L.


 


Dated as of January 30, 2014



    	 



    	 



    


TABLE OF CONTENTS


 


	ARTICLE I
	 
	DEFINITIONS
	 
	Section 1.1	Certain Defined Terms	 	1
	Section 1.2	Construction	 	6
	 	 	 	 
	ARTICLE II
	 
	TRANSFER
	 
	Section 2.1	Binding Effect on Transferees	 	6
	Section 2.2	Additional Purchases	 	6
	Section 2.3	Charter Provisions	 	6
	Section 2.4	Legend	 	7
	 	 	 	 
	ARTICLE III
	 
	BOARD OF DIRECTORS
	 
	Section 3.1	Board	 	7
	Section 3.2	Committees	 	9
	 	 	 	 
	ARTICLE IV
	 
	REGISTRATION RIGHTS
	 
	Section 4.1	Demand Registration	 	9
	Section 4.2	Piggyback Registrations	 	11
	Section 4.3	Shelf Registration	 	13
	Section 4.4	Withdrawal Rights	 	15
	Section 4.5	Registration Procedures	 	15
	Section 4.6	Registration Expenses	 	21
	 	 	 	 
	ARTICLE V
	 
	INDEMNIFICATION
	 
	Section 5.1	General Indemnification	 	21
	Section 5.2	Registration Statement Indemnification	 	22
	Section 5.3	Contribution	 	23
	Section 5.4	Procedure	 	23
	Section 5.5	Other Matters	 	24



    	i



    	 



    

	ARTICLE VI
	 
	SERVICES
	 
	Section 6.1	Tax Services	 	24
	 	 	 	 
	ARTICLE VII
	 
	MISCELLANEOUS
	 
	Section 7.1	Headings	 	25
	Section 7.2	Entire Agreement	 	25
	Section 7.3	Further Actions; Cooperation	 	25
	Section 7.4	Notices	 	25
	Section 7.5	Applicable Law	 	26
	Section 7.6	Severability	 	26
	Section 7.7	Successors and Assigns	 	27
	Section 7.8	Amendments	 	27
	Section 7.9	Waiver	 	27
	Section 7.10	Counterparts	 	27
	Section 7.11	Submission To Jurisdiction	 	27
	Section 7.12	Injunctive Relief	 	28
	Section 7.13	Recapitalizations, Exchanges, Etc. Affecting the Shares of Common Stock; New Issuance	 	28
	Section 7.14	Termination	 	28
	Section 7.15	Third Party Beneficiary	 	28
	Section 7.16	Rule 144	 	29
	Section 7.17	Information	 	29






    	ii



    	 



    

STOCKHOLDERS AGREEMENT


 


THIS STOCKHOLDERS AGREEMENT
(this “Agreement”) is made as of , 2014, by and between Intrawest Europe Holdings S.à r.l., a société
à responsabilité limitée (private limited liability company) duly formed and validly existing under the
laws of the Grand-Duchy of Luxembourg (“IEH”), Intrawest S.à r.l., a société à
responsabilité limitée (private limited liability company) duly formed and validly existing under the laws of
the Grand-Duchy of Luxembourg (“ITW S.à r.l.”) and Intrawest Resorts Holdings, Inc., a Delaware corporation
(the “Company”). Unless otherwise indicated, references to articles and sections shall be to articles and sections
of this Agreement. WHEREAS, the IEH and ITW S.à r.l. are holders of shares of Common Stock (as hereinafter defined); and


 


WHEREAS, the Company
has agreed to provide the registration rights and other rights set forth herein.


 


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


 


ARTICLE I


 


DEFINITIONS


 


Section 1.1 Certain
Defined Terms. For purposes of this Agreement, the following terms shall have the following meanings:


 


(a) “Actions”
shall have the meaning assigned to it in Section 5.1(a).


 


(b)
“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act; provided that
no Stockholder shall be deemed an Affiliate of any other Stockholder solely by reason of any investment in the Company.


 


(c) “Agreement”
shall have the meaning assigned to it in the preamble.


 


(d) A Person shall be
deemed to “Beneficially Own” securities if such Person is deemed to be a “beneficial owner” within the
meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement.


 


(e) “Board”
shall mean the board of directors of the Company.


 


(f) “Bylaws”
shall mean the bylaws of the Company, as may be amended and/or restated from time to time.



    	 



    	 



    

(g) “Cayman L.P.
Limited Partnership Agreement” shall mean the Third Amended and Restated Exempted Limited Partnership Agreement of Intrawest
Cayman L.P., an exempted limited partnership formed and existing under the laws of the Cayman Islands, as such agreement may be
amended, supplemented, modified or replaced.


 


(h) “Certificate
of Incorporation” shall mean the certificate of incorporation of the Company, as may be amended and/or restated from time
to time.


 


(i) “Commission”
shall mean the United States Securities and Exchange Commission or any successor agency.


 


(j) “Common Stock”
shall mean the Company’s common stock, par value $0.01 per share, and any and all securities of any kind whatsoever of the
Company which may be issued and outstanding on or after the date hereof in respect of, in exchange for, or upon conversion of shares
of Common Stock pursuant to a merger, consolidation, stock split, stock dividend, recapitalization of the Company or otherwise.


 


(k) “Company”
shall have the meaning assigned to it in the preamble.


 


(l) “Company Securities”
shall mean (i) any Common Stock and (ii) any other securities of the Company entitled to vote generally in the election of directors
of the Company.


 


(m) “Demand”
shall have the meaning assigned to it in Section 4.1(a).


 


(n) “Demand Registration”
shall have the meaning assigned to it in Section 4.1(a).


 


(o) “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


(p) “FIG”
shall mean Fortress Investment Group LLC, a Delaware limited liability company.


 


(q) “FIG LLC”
shall mean FIG LLC, a Delaware limited liability company, or any other Person designated as “FIG LLC” by FIG in a written
notice to the Company.


 


(r) “Filings”
shall mean annual, quarterly and current reports and other documents filed or furnished by the Company or any Subsidiary of the
Company under the Exchange Act; annual reports to stockholders, annual and quarterly statutory statements of the Company or any
Subsidiary of the Company; and any registration statements, prospectuses documents filed or furnished by the Company or any of
its Subsidiaries under the Securities Act (other than any registration statement, any Issuer Free Writing Prospectus, any prospectus
or preliminary prospectus or any amendment thereof or supplement thereto to the extent that Section 5.2 of this Agreement applies).


 


(s) “FINRA”
shall mean the Financial Industry Regulatory Authority.



    	2



    	 



    

(t) “Fortress Affiliate
Stockholder” shall mean (A) any director of the Company who may be deemed an Affiliate of FIG, (B) any director or officer
of FIG or its Affiliates and (C) any investment funds (including any managed accounts) managed directly or indirectly by FIG or
its Affiliates.


 


(u) “Form S-3”
shall have the meaning assigned to it in Section 4.3(a).


 


(v) “Free Writing
Prospectus” shall mean a free writing prospectus, as defined in Rule 405 under the Securities Act.


 


(w) “Grove Limited
Partners” shall have the meaning assigned to it in the Cayman L.P. Limited Partnership Agreement.


 


(x) “IEH”
shall have the meaning assigned to it in the preamble.


 


(y) “Initial Public
Offering” shall mean the initial public offering of Common Stock pursuant to an effective registration statement under the
Securities Act.


 


(z) “Initial Stockholders”
shall mean IEH and ITW S.à r.l.


 


(aa) “Inspectors”
shall have the meaning assigned to it in Section 4.5(a)(viii).


 


(bb) “IPO Underwriting
Agreement” shall mean the underwriting agreement, dated        , 2014, between the Company and the underwriters named therein.


 


(cc) “Issuer Free
Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433 under the Securities Act.


 


(dd) “ITW S.à
r.l.” shall have the meaning assigned to it in the preamble.


 


(ee) “Losses”
shall have the meaning assigned to it in Section 5.1(a).


 


(ff) “Offering
Expenses” shall have the meaning assigned to it in Section 4.6(a).


 


(gg) “Other Demanding
Sellers” shall have the meaning assigned to it in Section 4.2(b).


 


(hh) “Other Proposed
Sellers” shall have the meaning assigned to it in Section 4.2(b).


 


(ii) “Partnership
Interest” shall have the meaning assigned to it in the Cayman L.P. Limited Partnership Agreement.



    	3



    	 



    

(jj) “Permitted
Transferee” shall mean, with respect to each Stockholder, (i) any other Stockholder, (ii) such Stockholder’s Affiliates,
(iii) in the case of any Stockholder, (A) any equity holder, member or general or limited partner of such Stockholder (including
any equity holder of the Initial Stockholders), (B) any corporation, partnership, limited liability company or other entity that
is an Affiliate of such Stockholder or any equity holder, member, general or limited partner of such Stockholder (collectively,
“Stockholder Affiliates”), (C) any investment funds managed directly or indirectly by such Stockholder or any Stockholder
Affiliate (a “Stockholder Fund”), (D) any general or limited partner of any Stockholder Fund, (E) any managing director,
general partner, director, limited partner, officer or employee of any Stockholder Affiliate, or any spouse, lineal descendant,
sibling, parent, heir, executor, administrator, testamentary trustee, legatee or beneficiary of any of the foregoing persons described
in this clause (E) (collectively, “Stockholder Associates”) or (F) any trust, the beneficiaries of which, or any corporation,
limited liability company or partnership, the stockholders, members or general or limited partners of which, consist solely of
any one or more of such Stockholder, any general or limited partner of such Stockholder, any Stockholder Affiliates, any Stockholder
Fund, any Stockholder Associates, their spouses or their lineal descendants and (iv) any other Person that acquires shares of Common
Stock from such Stockholder other than pursuant to a Public Offering and that agrees to become party to or be bound by this Agreement.


 


(kk) “Person”
shall mean any individual, firm, corporation, partnership, limited liability company or other entity, and shall include any successor
(by merger or otherwise) of such entity.


 


(ll) “Piggyback
Notice” shall have the meaning assigned to it in Section 4.2(a).


 


(mm) “Piggyback
Registration” shall have the meaning assigned to it in Section 4.2(a).


 


(nn) “Piggyback
Seller” shall have the meaning assigned to it in Section 4.2(a).


 


(oo) “Public Offering”
shall mean an offering of equity securities of the Company pursuant to an effective registration statement under the Securities
Act, including an offering in which Stockholders are entitled to sell Common Stock pursuant to the terms of this Agreement.


 


(pp) “Records”
shall have the meaning assigned to it in Section 4.5(a)(viii).


 


(qq) “Registrable
Amount” shall mean a number of shares of Common Stock equal to 1% of the Common Stock issued and outstanding immediately
after the consummation of the Initial Public Offering.


 


(rr) “Registrable
Securities” shall mean any Common Stock currently owned or hereafter acquired by any Stockholder. As to any particular Registrable
Securities, such securities shall cease to be Registrable Securities when (x) a registration statement registering such securities
under the Securities Act has been declared effective and such securities have been sold or otherwise transferred by the holder
thereof pursuant to such effective registration statement or (y) such securities are sold in accordance with Rule 144 (or any successor
provision) promulgated under the Securities Act.



    	4



    	 



    




(ss) “Registration
Expenses” shall have the meaning assigned to it in Section 4.6(a).


 


(tt) “Requesting
Stockholder” shall have the meaning assigned to it in Section 4.1(a).


 


(uu) “Securities
Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


(vv) “Selling Holders”
shall have the meaning assigned to it in Section 4.5(a)(i).


 


(ww) “Shelf Notice”
shall have the meaning assigned to it in Section 4.3(a).


 


(xx) “Shelf Registration
Effectiveness Period” shall have the meaning assigned to it in Section 4.3(c).


 


(yy) “Shelf Registration
Statement” shall have the meaning assigned to it in Section 4.3(a).


 


(zz) “Shelf Underwritten
Offering” shall have the meaning assigned to it in Section 4.3(f).


 


(aaa) “Stockholders”
shall mean (i) the Initial Stockholders, (ii) each Fortress Affiliate Stockholder and each entity formed by a Fortress Affiliate
Stockholder to directly or indirectly hold any interests in the Initial Stockholders or the Company and (iii) each Permitted Transferee
who becomes a party to or bound by the provisions of this Agreement in accordance with the terms hereof or a Permitted Transferee
thereof who is entitled to enforce the provisions of this Agreement in accordance with the terms hereto, in each case of clauses
(i), (ii) and (iii) to the extent that the Initial Stockholder, Fortress Affiliate Stockholders and Permitted Transferees, together,
hold of record or Beneficially Own at least a Registrable Amount.


 


(bbb) “Subsidiary”
shall mean with respect to any Person (i) a corporation, fifty percent (50%) or more of the voting or capital stock of which is,
as of the time in question, directly or indirectly owned by such Person, (ii) any other partnership, joint venture, association,
joint stock company, trust, unincorporated organization or other entity in which such Person, directly or indirectly, owns fifty
percent (50%) or more of the equity economic interest thereof or has the power to elect or direct the election of fifty percent
(50%) or more of the members of the governing body of such entity or otherwise has control over such entity (e.g., as the managing
partner of a partnership), or (iii) which would be considered subsidiaries of such Person within the meaning of Regulation S-K
or Regulation S-X.


 


(ccc) “Suspension
Period” shall have the meaning assigned to it in Section 4.3(d).



    	5



    	 



    

(ddd) “Third Lien
Loan” shall have the meaning assigned to it in the Cayman L.P. Limited Partnership Agreement.


 


(eee) “Underwritten
Offering” shall mean a sale of securities of the Company to an underwriter or underwriters for reoffering to the public.


 


(fff) “Voting Power
of the Company” shall mean the voting power of the then issued and outstanding capital stock of the Company entitled to vote
in the election of directors of the Company.


 


Section 1.2 Construction.
For the purposes of this Agreement (i) words (including capitalized terms defined herein) in the singular shall be held to include
the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held to include the other
gender as the context requires, (ii) the terms “hereof,” “herein” and “herewith” and words
of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Article and Section references are to Articles and Sections of this Agreement, unless otherwise
specified, (iii) the word “including” and words of similar import when used in this Agreement shall mean “including,
without limitation,” (iv) all references to any period of days shall be deemed to be to the relevant number of calendar days
unless otherwise specified, and (v) all references herein to “$” or dollars shall refer to United States dollars, unless
otherwise specified.


 


ARTICLE II


 


TRANSFER


 


Section 2.1 Binding
Effect on Transferees. A Permitted Transferee shall become a Stockholder hereunder, without any further action by the Company,
following a transfer by a Stockholder of Company Securities to such Permitted Transferee upon the execution by such Permitted Transferee
of a joinder providing that such Person shall be bound by and shall fully comply with the terms of this Agreement (including the
provisions of Article IV with respect to the Company Securities being transferred to such transferee). The Fortress Affiliate Stockholders
shall be deemed to be Stockholders without any further action.


 


Section 2.2 Additional
Purchases. Any Company Securities owned by a Stockholder on or after the date of this Agreement shall have the benefit of and
be subject to the terms and conditions of this Agreement.


 


Section 2.3 Charter
Provisions. The parties hereto shall use their respective reasonable efforts (including voting or causing to be voted all of
the Company Securities held of record by such party or Beneficially Owned by such party by virtue of having voting power over such
Company Securities) so as to cause no amendment to be made to the Certificate of Incorporation or Bylaws as in effect as of the
date of this Agreement in a manner that would (a) add restrictions to the transferability of the Company Securities by the Initial
Stockholders, any Fortress Affiliate Stockholder or their Permitted Transferees who remain a “Stockholder” (as such
term is used herein) at the time of such an amendment, which restrictions are beyond those then provided for in the Certificate
of Incorporation, this Agreement or applicable securities laws or (b) nullify any of the rights of the Initial Stockholders, any
Fortress Affiliate Stockholder or their Permitted Transferees who remain a “Stockholder” (as such term is used herein)
at the time of such amendment, which rights are explicitly provided for in this Agreement, unless, in each such case, such amendment
shall have been approved by such Stockholder.



    	6



    	 



    

Section 2.4 Legend.
Any certificate representing Company Securities issued to a Stockholder shall be stamped or otherwise imprinted with a legend in
substantially the following form:


 


“The shares represented by this
certificate are subject to the provisions contained in the Stockholders Agreement, dated as of , 2014, by and among Intrawest Resorts
Holdings, Inc. and the stockholder of Intrawest Resorts Holdings, Inc. described therein.”


 


The Company shall make customary arrangements
to cause any Company Securities issued in uncertificated form to be identified on the books of the Company in a substantially similar
manner.


 


ARTICLE III


 


BOARD OF DIRECTORS


 


Section 3.1 Board.


 


(a) For so long as this
Agreement is in effect, the Company and each Stockholder shall take all reasonable actions within their respective control (including
voting or causing to be voted all of the Company Securities held of record by such Stockholder or Beneficially Owned by such Stockholder
by virtue of having voting power over such Company Securities, and, with respect to the Company, as provided in Sections 3.1(d)
and (e)) so as to cause to be elected to the Board, and to cause to continue in office:


 


(i) a number
of directors equal to a majority of the Board, plus one director, shall be individuals designated by FIG LLC, for so long as the
Stockholders, together, have Beneficial Ownership of at least 30% of the Voting Power of the Company;


 


(ii) a number
of directors equal to a majority of the Board, minus one director, shall be individuals designated by FIG LLC, for so long as the
Stockholders, together, have Beneficial Ownership of less than 30% but at least 20% of the Voting Power of the Company, provided
that if the Board consists of six or fewer directors, then FIG LLC shall have the right to designate a number of directors equal
to three directors;


 


(iii) a number
of directors (rounded up to the nearest whole number) that would be required to maintain the Stockholder’s proportional representation
on the Board shall be individuals designated by FIG LLC, for so long as the Stockholders, together, have Beneficial Ownership of
less than 20% but at least 10% of the Voting Power of the Company, provided that if the Board consists of six or fewer directors,
then FIG LLC shall have the right to designate a number of directors equal to two directors; and



    	7



    	 



    

(iv) a number
of directors (rounded up to the nearest whole number) that would be required to maintain the Stockholder’s proportional representation
on the Board shall be individuals designated by FIG LLC, for so long as the Stockholders, together, have Beneficial Ownership of
less than 10% but at least 5% of the Voting Power of the Company, provided that if the Board consists of six or fewer directors,
then FIG LLC shall have the right to designate a number of directors equal to one director.


 


(b) In addition to the
number of directors that FIG LLC may designate pursuant Section 3.1(a), until the earlier of the date on which (i) the Third Lien
Loan is repaid in full or (ii) the Grove Limited Partners cease to own any Partnership Interest, the Company shall take all reasonable
actions within its control and as provided in Sections 3.1(d) and (e) so as to cause to be elected to the Board, and to cause to
continue in office, one additional director; provided that the director elected pursuant to this Section 3.1(b) shall not
be counted as a director designated by FIG LLC for purposes of the calculations set forth in Section 3.1(a).


 


(c) If FIG LLC notifies
the Stockholders of its desire to remove, with or without cause, any director previously designated by it, the Stockholders shall
vote or cause to be voted all of the shares of Company Securities held of record by such Stockholders or Beneficially Owned by
such Stockholders by virtue of having voting power over such Company Securities and take all other reasonable actions within its
control to cause the removal of such director.


 


(d) The Company agrees
to include in the slate of nominees recommended by the Board those persons designated by FIG LLC in accordance with Section 3.1(a)
and 3.1(b) and to use its reasonable best efforts to cause the election of each such designee to the Board, including nominating
such designees to be elected as directors, in each case subject to applicable law.


 


(e) In the event that
a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any director
who is designated by FIG LLC in accordance with Section 3.1(a) or 3.1(b), the Company agrees to take at any time and from time
to time all actions necessary to cause the vacancy created thereby to be filled as promptly as practicable by a new designee of
FIG LLC. In the event that the size of the Board is expanded to more than six directors, the Company agrees to take at any time
and from time to time all actions necessary to cause the Board to continue to have the number of FIG LLC’s designees that
corresponds to the requirements of Section 3.1(a).



    	8



    	 



    

(f) In the event that
at any time the number of directors entitled to be designated by FIG LLC pursuant to Section 3.1(a) decreases, the Initial Stockholders
and their Permitted Transferees shall take reasonable actions to cause a sufficient number of directors designated pursuant to
Section 3.1(a) to resign from the Board at or prior to the end of such designated director’s term such that the number of
designated directors after such resignation(s) equals the number of directors FIG LLC would have been entitled to designate pursuant
to Section 3.1(a). Any vacancies created by such resignation may remain vacant until the next annual meeting of stockholders or
filled by a majority vote of the Board. Notwithstanding the foregoing, such designated director(s) need not resign from the Board
at or prior to the end of such director’s term if the Company’s nominating committee recommends the nomination of such
director(s) for election at the next annual meeting coinciding with the end of such director’s term, or otherwise (and for
the avoidance of doubt, such director shall no longer be considered a designee of FIG LLC).


 


Section 3.2 Committees.
For so long as this Agreement is in effect, the Company shall take all reasonable actions within its control at any given time
so as to cause to be appointed to any committee of the Board a number of directors designated by FIG LLC that is up to the number
of directors that is proportionate (rounding up to the next whole director) to the representation that FIG LLC is entitled to designate
to the Board under Section 3.1(a), to the extent such directors are permitted to serve on such committees under the applicable
rules of the Commission and the New York Stock Exchange (“NYSE”) or by any other applicable stock exchange. It is understood
by the parties hereto that FIG LLC shall not be required to have its directors represented on any committee and any failure to
exercise such right in this section in a prior period shall not constitute any waiver of such right in a subsequent period.


 


ARTICLE IV


 


REGISTRATION RIGHTS


 


Section 4.1 Demand
Registration.


 


(a) At any time after
the date that is 180 days after the date hereof (or such earlier date (i) as would permit the Company to cause any filings required
hereunder to be filed on the 180th day after the date hereof or (ii) as is permitted by waiver under the IPO Underwriting
Agreement), any Person that is a Stockholder (a “Requesting Stockholder”) on the date a Demand is made shall
be entitled to make a written request of the Company (a “Demand”) for registration under the Securities Act
of a number of Registrable Securities that, when taken together with the number of Registrable Securities requested to be registered
under the Securities Act by such Requesting Stockholder’s Affiliates, equals or is greater than the Registrable Amount (a
“Demand Registration”) and thereupon the Company will, subject to the terms of this Agreement, use its commercially
reasonable efforts to effect the registration under the Securities Act of:


 


(i) the Registrable
Securities which the Company has been so requested to register by the Requesting Stockholders for disposition in accordance with
the intended method of disposition stated in such Demand, which may be an Underwritten Offering;


 


(ii) all other
Registrable Securities which the Company has been requested to register pursuant to Section 4.1(b); and



    	9



    	 



    

(iii) all shares
of Common Stock which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this
Section 4.1, but subject to Section 4.1(f);


 


all to the extent necessary to
permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional Common
Stock, if any, to be so registered.


 


(b) A Demand shall specify:
(i) the aggregate number of Registrable Securities requested to be registered in such Demand Registration, (ii) the intended method
of disposition in connection with such Demand Registration, to the extent then known and (iii) the identity of the Requesting Stockholder
(or Requesting Stockholders). Within five days after receipt of a Demand, the Company shall give written notice of such Demand
to any other Persons that on the date a Demand is delivered to the Company is a Stockholder (excluding Fortress Affiliate Stockholders
which have not signed a joinder as contemplated by Section 2.1). Subject to Section 4.1(f), the Company shall include in the Demand
Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request
for inclusion therein. Such written request shall comply with the requirements of a Demand as set forth in this Section 4.1(b).


 


(c) Each Stockholder
shall be entitled to an unlimited number of Demand Registrations until such time as the Stockholders, together, Beneficially Own
less than a Registrable Amount.


 


(d) Demand Registrations
shall be on such registration form of the Commission for which the Company is eligible as shall be selected by the Requesting Stockholders
whose shares represent a majority of the Registrable Securities that the Company has been requested to register, including, to
the extent permissible, an automatically effective registration statement or an existing effective registration statement filed
by the Company with the Commission, and shall be reasonably acceptable to the Company.


 


(e) The Company shall
not be obligated to effect any Demand Registration (A) within one month of a “firm commitment” Underwritten Offering
in which all Stockholders were given “piggyback” rights pursuant to Section 4.2 (subject to Section 4.1(f)) and provided
that at least 50% of the number of Registrable Securities requested by such Stockholders to be included in such Demand Registration
were included or (B) within one month of any other Underwritten Offering pursuant to Section 4.3(e). In addition, the Company shall
be entitled to postpone (upon written notice to all Stockholders) for a reasonable period of time not to exceed 60 days in succession
the filing or the effectiveness of a registration statement for any Demand Registration (but no more than twice, or for more than
90 days in the aggregate, in any period of 12 consecutive months) if the Board determines in good faith and in its reasonable judgment
that the filing or effectiveness of the registration statement relating to such Demand Registration would cause the disclosure
of material, non-public information that the Company has a bona fide business purpose for preserving as confidential. In the event
of a postponement by the Company of the filing or effectiveness of a registration statement for a Demand Registration, the holders
of a majority of Registrable Securities held by the Requesting Stockholder(s) shall have the right to withdraw such Demand in accordance
with Section 4.4.



    	10



    	 



    

(f) The Company shall
not include any securities other than Registrable Securities in a Demand Registration, except with the written consent of Stockholders
participating in such Demand Registration that hold a majority of the Registrable Securities included in such Demand Registration.
If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an Underwritten
Offering, a nationally recognized investment bank engaged in connection with such Demand Registration) advises the Company, that,
in its opinion, the inclusion of all of the securities, including securities of the Company that are not Registrable Securities,
sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable
Securities sought to be sold pursuant thereto, then the Company shall include in such registration statement only such securities
as the Company is advised by such underwriter or investment bank can be sold without such adverse effect as follows and in the
following order of priority: (i) first, up to the number of Registrable Securities requested to be included in such Demand Registration
by the Stockholders, which, in the opinion of the underwriter can be sold without adversely affecting the marketability of the
offering, pro rata among such Stockholders requesting such Demand Registration on the basis of the number of such securities held
by such Stockholders and such Stockholders that are Piggyback Sellers; (ii) second, securities the Company proposes to sell; and
(iii) third, all other securities of the Company duly requested to be included in such registration statement, pro rata on the
basis of the number of such other securities requested to be included or such other method determined by the Company.


 


(g) Any investment bank(s)
that will serve as an underwriter with respect to such Demand Registration or, if such Demand Registration is not an Underwritten
Offering, any investment bank engaged in connection therewith, shall be selected (i) by FIG LLC, for so long as a majority of the
outstanding Common Stock of the Company is owned by the Initial Stockholders, their Permitted Transferees and any Fortress Affiliate
Stockholder, and thereafter (ii) by the Stockholder participating in such Demand Registration that holds (together with its Permitted
Transferees) a number of Registrable Securities included in such Demand Registration constituting a plurality of all Registrable
Securities included in such Demand Registration.


 


Section 4.2 Piggyback
Registrations.


 


(a) Subject to the terms
and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act (other than
a registration by the Company (x) on a registration statement on Form S-4 or (y) on a registration statement on Form S-8 (or, in
any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback Registration”), whether
for its own account or for the account of others, the Company shall give the Stockholders (excluding Fortress Affiliate Stockholders
which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than five days prior
to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback
Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of
filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter
or underwriters (if any and if known). Upon the written request of any Person that on the date of such Piggyback Notice is a Stockholder,
given within five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”)
(which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback
Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause
all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests
for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities
being sold in such Piggyback Registration.



    	11



    	 



    

(b) If, in connection
with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration is not an Underwritten Offering, a
nationally recognized investment bank engaged in connection with such Demand Registration) advises the Company in writing that,
in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company,
(ii) others who have sought to have equity securities of the Company registered in such Piggyback Registration pursuant to rights
to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such
registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other
proposed sellers of equity securities of the Company (such Persons being “Other Proposed Sellers”), as the case
may be, would adversely affect the marketability of the equity securities sought to be sold pursuant thereto, then the Company
shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company
is so advised by such underwriter or investment bank can be sold without such an effect, as follows and in the following order
of priority:


 


(i) if the
Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of equity securities
to be sold by the Company as the Company, in its reasonable judgment and acting in good faith and in accordance with sound financial
practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers and securities sought to be registered
by Other Demanding Sellers (if any), pro rata on the basis of the number of shares of Common Stock held by such Piggyback Sellers
and Other Demanding Sellers and (C) third, other equity securities held by any Other Proposed Sellers; or


 


(ii) if the
Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of equity
securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to
the number of shares of Common Stock held by all such Other Demanding Sellers and Piggyback Sellers and (B) second, other equity
securities held by any Other Proposed Sellers or to be sold by the Company as determined by the Company and with such priorities
among them as may from time to time be determined or agreed to by the Company.


 


(c) In connection with
any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include
a holder’s Registrable Securities in the Underwritten Offering unless such holder accepts the terms of the underwriting as
agreed upon between the Company and the underwriters selected by the Company; provided, that any applicable underwriting
agreement includes only customary terms and conditions.



    	12



    	 



    

(d) If, at any time after
giving written notice of its intention to register any of its equity securities as set forth in this Section 4.2 and prior to the
time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine
for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination
to each Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with
such particular withdrawn or abandoned Piggyback Registration (but not from its obligation to pay the Registration Expenses in
connection therewith as provided herein); provided, that Stockholders may continue the registration as a Demand Registration
pursuant to the terms of Section 4.1.


 


Section 4.3 Shelf
Registration.


 


(a) Subject to Section
4.3(e), and further subject to the availability of a Registration Statement on Form S-3 or a successor form, which may be an automatically
effective registration statement at any time the Company is eligible (“Form S-3”) to the Company, the Initial
Stockholders or any of their Permitted Transferees (in each case to the extent a Stockholder hereunder) may by written notice delivered
(which notice can be delivered at any time after the eleven month anniversary of the date hereof) to the Company (the “Shelf
Notice”) require the Company to (i) file as promptly as practicable (but no later than 30 days after the date the Shelf
Notice is delivered), and to use commercially reasonable efforts to cause to be declared effective by the Commission at the earliest
possible date permitted under the rules and regulations of the Commission (but no later than 60 days after such filing date), a
Form S-3, or (ii) use an existing Form S-3 filed with the Commission, in each case providing for an offering to be made on a continuous
basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of the Registrable Securities
owned by the Initial Stockholders or the Fortress Affiliate Stockholders (or any of their Permitted Transferees), as the case may
be, and any other Persons that at the time of the Shelf Notice meet the definition of a Stockholder who elect to participate therein
as provided in Section 4.3(b) (a “Shelf Registration Statement”).


 


(b) The Initial Stockholders
and their Permitted Transferees shall be entitled to require the Company to file an unlimited number of Shelf Registration Statements
until such time as the Stockholders, together, Beneficially Own less than a Registrable Amount.


 


(c) Within five business
days after receipt of a Shelf Notice pursuant to Section 4.3(a), the Company will deliver written notice thereof to each Stockholder
(excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1). Each Stockholder may
elect to participate in the Shelf Registration Statement by delivering to the Company a written request to so participate.


 


(d) Subject to Section
4.3(e), the Company will use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until
the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance
with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise
(the “Shelf Registration Effectiveness Period”).



    	13



    	 



    

(e) Notwithstanding anything
to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing notice to the Stockholders
who elected to participate in the Shelf Registration Statement, to require such Stockholders to suspend the use of the prospectus
for sales of Registrable Securities under the Shelf Registration Statement for a reasonable period of time not to exceed 60 days
in succession or 90 days in the aggregate in any 12 month period (a “Suspension Period”) if the Board determines
in good faith and in its reasonable judgment that it is required to disclose in the Shelf Registration Statement material, non-public
information that the Company has a bona fide business purpose for preserving as confidential. Immediately upon receipt of such
notice, the Stockholders covered by the Shelf Registration Statement shall suspend the use of the prospectus until the requisite
changes to the prospectus have been made as required below. Any Suspension Period shall terminate at such time as the public disclosure
of such information is made. After the expiration of any Suspension Period and without any further request from a Stockholder,
the Company shall as promptly as practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement
or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter
delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of
a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 


(f) At any time, and
from time-to-time, during the Shelf Registration Effectiveness Period (except during a Suspension Period), each of the Initial
Stockholders, the Fortress Affiliate Stockholders or any of their Permitted Transferees (in each case to the extent a Stockholder
hereunder) may notify the Company of their intent to sell Registrable Securities covered by the Shelf Registration Statement (in
whole or in part) in an Underwritten Offering (a “Shelf Underwritten Offering”); provided that the Company
shall not be obligated to participate in more than four underwritten offerings during any twelve-month period. Such notice shall
specify (x) the aggregate number of Registrable Securities requested to be registered in such Shelf Underwritten Offering and (y)
the identity of the Stockholder(s) requesting such Shelf Underwritten Offering. Upon receipt by the Company of such notice, the
Company shall promptly comply with the applicable provisions of this Agreement, including those provisions of Section 4.5 relating
the Company’s obligation to make filings with the Commission, assist in the preparation and filing with the Commission of
prospectus supplements and amendments to the Shelf Registration Statement, participate in “road shows,” agree to customary
“lock-up” agreements with respect to the Company’s securities and obtain “comfort” letters, and the
Company shall take such other actions as necessary or appropriate to permit the consummation of such Shelf Underwritten Offering
as promptly as practicable. Each Shelf Underwritten Offering shall be for the sale of a number of Registrable Securities equal
to or greater than the Registrable Amount. In any Shelf Underwritten Offering, the Company shall select the investment bank(s)
and managers that will serve as lead or co-managing underwriters with respect to the offering of such Registrable Securities, which
shall be reasonably acceptable to the Stockholders participating in such Shelf Underwritten Offering that hold a majority of the
Registrable Securities included in such Shelf Underwritten Offering.



    	14



    	 



    

Section 4.4 Withdrawal
Rights. Any Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration
statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of
the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the
effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable
Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes
of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not
so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number
of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly
as practicable give each holder of Registrable Securities sought to be registered notice to such effect and, within ten days following
the mailing of such notice, such holder(s) of Registrable Securities still seeking registration shall, by written notice to the
Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities
by its Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore
filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed
or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable
efforts to prevent, the effectiveness thereof.


 


Section 4.5 Registration
Procedures.


 


(a) If and whenever the
Company is required to use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities
Act as provided in Sections 4.1, 4.2 and 4.3, the Company shall as promptly as practicable (in each case, to the extent applicable):


 


(i) prepare
and file with the Commission a registration statement to effect such registration, cause such registration statement to become
effective at the earliest possible date permitted under the rules and regulations of the Commission, and thereafter use commercially
reasonable efforts to cause such registration statement to remain effective pursuant to the terms of this Agreement; provided,
however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any
time prior to the effective date of the registration statement relating thereto; provided, further that before filing
such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable
Securities which are to be included in such registration (“Selling Holders”) copies of all such documents proposed
to be filed, which documents will be subject to the review of and comment by such counsel (it being understood that counsel to
the Selling Holders will conduct its review and provide any comments promptly);


 


(ii) prepare
and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement
and the prospectus used in connection therewith and any Exchange Act reports incorporated by reference therein as may be necessary
to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement until the earlier of such time as all of such securities have been disposed
of in accordance with the intended methods of disposition by the Selling Holder(s) set forth in such registration statement or
(i) in the case of a Demand Registration pursuant to Section 4.1, the expiration of 60 days after such registration statement becomes
effective or (ii) in the case of a Piggyback Registration pursuant to Section 4.2, the expiration of 60 days after such registration
statement becomes effective or (iii) in the case of a Shelf Registration pursuant to Section 4.3, the Shelf Registration Effectiveness
Period;



    	15



    	 



    

(iii) furnish
to each Selling Holder and each underwriter, if any, of the securities being sold by such Selling Holder such number of conformed
copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits), such
number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary
prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the
Securities Act, and any Issuer Free Writing Prospectus and such other documents as such Selling Holder and underwriter, if any,
may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such
Selling Holder;


 


(iv) use commercially
reasonable efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities
laws or blue sky laws of such jurisdictions as any Selling Holder and any underwriter of the securities being sold by such Selling
Holder shall reasonably request, and take any other action which may be reasonably necessary or advisable to enable such Selling
Holder and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling
Holder, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation
in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, to subject
itself to taxation in any such jurisdiction or to file a general consent to service of process in any such jurisdiction;


 


(v) use best
efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the
Company are then listed and, if no such securities are so listed, use commercially reasonable efforts to cause such Registrable
Securities to be listed on the NYSE or the Nasdaq Stock Market;


 


(vi) use commercially
reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved
by such other governmental agencies or authorities as may be necessary to enable the Selling Holder(s) thereof to consummate the
disposition of such Registrable Securities;


 


(vii) in connection
with an Underwritten Offering, obtain for each Selling Holder and underwriter:


 


(1) an opinion
of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other
matters as may be reasonably requested by such Selling Holder and underwriters, and



    	16



    	 



    

(2) a “comfort”
letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter
specified in AU Section 634 of the AICPA Professional Standards, an “agreed upon procedures” letter) signed by the
independent registered public accountants who have certified the Company’s financial statements included in such registration
statement (and, if necessary, any other independent registered public accountant of any Subsidiary of the Company or any business
acquired by the Company from which financial statements and financial data are, or are required to be, included in the registration
statement);


 


(viii) promptly
make available for inspection by any Selling Holder, any underwriter participating in any disposition pursuant to any registration
statement, and any attorney, accountant or other agent or representative retained by any such Selling Holder or underwriter (collectively,
the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company
(collectively, the “Records”), as shall be reasonably necessary to enable such Selling Holder or underwriter
to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information
requested by any such Inspector in connection with such registration statement promptly; provided, however, that,
unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement
or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company
shall not be required to provide any information under this subparagraph (viii) if (i) the Company believes, after consultation
with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable
to such information or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment
of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company
reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to
furnishing any such information with respect to (i) or (ii) such holder of Registrable Securities requesting such information agrees,
and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Company; and
provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure
of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense,
to undertake appropriate action and to prevent disclosure of the Records deemed confidential;


 


(ix) promptly
notify in writing each Selling Holder and the underwriters, if any, of the following events:


 


(1) the filing
of the registration statement, the prospectus or any prospectus supplement related thereto, any Issuer Free Writing Prospectus
or post-effective amendment to the registration statement, and, with respect to the registration statement or any post-effective
amendment thereto, when the same has become effective;



    	17



    	 



    

(2) any request
by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information;


 


(3) the issuance
by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings
by any Person for that purpose;


 


(4) when
any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the registration statement;
and


 


(5) the receipt
by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under
the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose;


 


(x) notify
each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon
discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement,
as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and, at the request of any Selling Holder, promptly prepare and furnish
to such Selling Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary
so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading;


 


(xi) use every
reasonable best effort to obtain the withdrawal of any order suspending the effectiveness of such registration statement;


 


(xii) otherwise
use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to
Selling Holders, as promptly as practicable, an earnings statement covering the period of at least 12 months, but not more than
18 months, beginning with the first day of the Company’s first full quarter after the effective date of such registration
statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;


 


(xiii) use
its reasonable best efforts to assist Stockholders who made a request to the Company to provide for a third party “market
maker” for the Common Stock; provided, however, that the Company shall not be required to serve as such “market
maker;”



    	18



    	 



    

(xiv) cooperate
with any Selling Holder and any underwriter and the managing underwriter to facilitate the timely preparation and delivery of certificates
(which shall not bear any restrictive legends unless required under applicable law), if necessary or appropriate, representing
securities sold under any registration statement, and enable such securities to be in such denominations and registered in such
names as the managing underwriter or such Selling Holder may request and keep available and make available to the Company’s
transfer agent prior to the effectiveness of such registration statement a supply of such certificates as necessary or appropriate;


 


(xv) have appropriate
officers of the Company prepare and make presentations at any “road shows” and before analysts and rating agencies,
as the case may be, take other actions to obtain ratings for any Registrable Securities (if they are eligible to be rated) and
otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the
offering, marketing or selling of the Registrable Securities;


 


(xvi) have
appropriate officers of the Company, and cause representatives of the Company’s independent registered public accountants,
to participate in any due diligence discussions reasonably requested by any Selling Holder or any underwriter;


 


(xvii) if requested
by any underwriter, agree, and cause the Company and any directors or officers of the Company to agree, to be bound by customary
“lock-up” agreements restricting the ability to dispose of Company securities;


 


(xviii) if
requested by any Selling Holders or any underwriter, promptly incorporate in the registration statement or any prospectus, pursuant
to a supplement or post-effective amendment if necessary, such information as such Selling Holders may reasonably request to have
included therein, including information relating to the “Plan of Distribution” of the Registrable Securities;


 


(xix) cooperate
and assist in any filings required to be made with the FINRA and in the performance of any due diligence investigation by any underwriter
that is required to be undertaken in accordance with the rules and regulations of the FINRA;


 


(xx) otherwise
use reasonable best efforts to cooperate as reasonably requested by the Selling Holders and the underwriters in the offering, marketing
or selling of the Registrable Securities;


 


(xxi) otherwise
use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements
under the rules and regulations of the Exchange Act; and


 


(xxii) use
reasonable best efforts to take any action requested by the Selling Holders, including any action described in clauses (i) through
(xxi) above to prepare for and facilitate any “over-night deal” or other proposed sale of Registrable Securities over
a limited timeframe.



    	19



    	 



    

The Company may require each Selling Holder
and each underwriter, if any, to furnish the Company in writing such information regarding each Selling Holder or underwriter and
the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the
information required by such registration statement.


 


(b) Without limiting
any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the
Company shall enter into an underwriting agreement with a managing underwriter or underwriters containing representations, warranties,
indemnities and agreements customarily included (but not inconsistent with the covenants and agreements of the Company contained
herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or
on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the
Company shall furnish to the underwriter, if any (or, if no underwriter, the Selling Holder), unlegended certificates representing
ownership of the Registrable Securities being sold (unless, in the Company’s sole discretion, such Registrable Securities
are to be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form), in such denominations
as requested and instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with
respect thereto.


 


(c) Each Selling Holder
agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4.5(a)(ix),
such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the
applicable registration statement and prospectus relating thereto until such Selling Holder’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 4.5(a)(ix) and, if so directed by the Company, deliver to the Company,
at the Company’s expense, all copies, other than permanent file copies, then in such Selling Holder’s possession of
the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company
shall give such notice, any applicable 60 day period during which such registration statement must remain effective pursuant to
this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening
of an event of the kind described in Section 4.5(a)(ix) to the date when all such Selling Holders shall receive such a supplemented
or amended prospectus and such prospectus shall have been filed with the Commission.



    	20



    	 



    

Section 4.6 Registration
Expenses.


 


(a) All expenses incident
to the Company’s performance of, or compliance with, its obligations under this Agreement including (i)(A) all registration
and filing fees, all fees and expenses of compliance with securities and “blue sky” laws, (B) all fees and expenses
associated with filings required to be made with FINRA (including, if applicable, the fees and expenses of any “qualified
independent underwriter” as such term is defined in FINRA Rule 5121 or the equivalent rule incorporated into the FINRA rulebook),
(C) all fees and expenses of compliance with securities and “blue sky” laws, (D) all printing (including expenses of
printing certificates, if any, for the Registrable Securities in a form eligible for deposit with the Depository Trust Company
and of printing prospectuses if the printing of prospectuses and Issuer Free Writing Prospectuses is requested by a holder of Registrable
Securities) and copying expenses, (E) all messenger and delivery expenses, (F) all fees and expenses of the Company’s independent
certified public accountants and counsel (including with respect to “comfort” letters, “agreed-upon procedures”
letter and opinions), (G) fees and expenses of one counsel to the Stockholders selling in such registration (which firm shall be
selected by the Stockholders selling in such registration that hold a majority of the Registrable Securities included in such registration),
(H) except as provided in clause (ii) below, the fees and expenses (including underwriting discounts and commissions and transfer
taxes) of every nationally recognized investment bank engaged in connection with a Demand Registration or a Piggyback Registration
that is not an Underwritten Offering, (collectively, the “Registration Expenses”) and (ii) any expenses described
in clauses (i)(A) through (H) above incurred in connection with the marketing and sale of Registrable Securities (“Offering
Expenses”) shall be borne by the Company, regardless of whether a registration is effected, marketing is commenced or
sale is made. The Company will pay its internal expenses (including all salaries and expenses of its officers and employees performing
legal or accounting duties, the expense of any annual audit and the expense of any liability insurance) and the expenses and fees
for listing the securities to be registered on each securities exchange and included in each established over-the-counter market
on which similar securities issued by the Company are then listed or traded.


 


(b) Each Selling Holder
shall pay its portion of all underwriting discounts and commissions and transfer taxes, if any, relating to the sale of such Selling
Holder’s Registrable Securities pursuant to any registration.


 


ARTICLE V


 


INDEMNIFICATION


 


Section 5.1 General
Indemnification. The Company agrees to indemnify and hold harmless the Initial Stockholders and each of the officers, directors,
employees, members, managers, partners and agents or Affiliates of the Initial Stockholders against any and all losses, claims,
damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses)
(collectively, the “Losses”), in each case, based on, arising out of, resulting from or in connection with any
claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other
(collectively, “Actions”), based on, arising out of, pertaining to or in connection with (i) the ownership or
the operation of the assets or properties, and the operation or conduct of the business of, including contracts entered into by,
the Company, whether before, on or after the date hereof (ii) any other activity that the Company or its Subsidiaries engages in
and (iii) any untrue statement or alleged untrue statement of a material fact contained in any Filing or any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading,
other than misstatements or omissions made in reliance on information relating to and furnished by the Initial Stockholders in
writing expressly for use in the preparation of such Filing. The indemnity agreement contained in this Section 5.1 shall be applicable
whether or not any Action or the facts or transactions giving rise to such Action arose prior to, on or subsequent to the date
of this Agreement.



    	21



    	 



    

Section 5.2 Registration
Statement Indemnification.


 


(a) The Company agrees
to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Holder, its officers, directors, employees,
managers, members, partners and Affiliates, such Selling Holder or such other indemnified Person from and against all Losses caused
by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration
statement, any Issuer Free Writing Prospectus, any prospectus or preliminary prospectus or any amendment thereof or supplement
thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, except insofar as the same are caused by any
information furnished in writing to the Company by such Selling Holder expressly for use therein. In connection with an Underwritten
Offering and without limiting any of the Company’s other obligations under this Agreement, the Company shall also indemnify
such underwriters, their officers, directors, employees and agents and each Person who controls (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act) such underwriters or such other indemnified Person to the same extent
as provided above with respect to the indemnification (and exceptions thereto) of the holders of Registrable Securities being sold.
Reimbursements payable pursuant to the indemnification contemplated by this Section 5.2(a) will be made by periodic payments during
the course of any investigation or defense, as and when bills are received or expenses incurred.


 


(b) In connection with
any registration statement in which a holder of Registrable Securities is participating, each such Selling Holder will furnish
to the Company in writing information regarding such Selling Holder’s ownership of Registrable Securities and its intended
method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its
directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act) the Company or such other indemnified Person against all Losses caused by any untrue statement
of material fact contained in the registration statement, any Issuer Free Writing Prospectus, any prospectus or preliminary prospectus
or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that
such untrue statement or omission is caused by and contained in such information so furnished in writing by such Selling Holder
expressly for use therein; provided, however, that each Selling Holder’s obligation to indemnify the Company
hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between
each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared
to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such registration statement.
Notwithstanding the foregoing, no Selling Holder shall be liable to the Company for amounts in excess of the lesser of (i) such
apportionment and (ii) the net amount received by such holder in the offering giving rise to such liability.



    	22



    	 



    

Section 5.3 Contribution.


 


(a) If recovery is not
available under the foregoing indemnification provisions for any reason or reasons other than as specified therein, any Person
who would otherwise be entitled to indemnification by the terms thereof shall nevertheless be entitled to contribution with respect
to any Losses with respect to which such Person would be entitled to such indemnification but for such reason or reasons. In determining
the amount of contribution to which the respective Persons are entitled, there shall be considered the Persons’ relative
knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct
and prevent any statement or omission, and other equitable considerations appropriate under the circumstances. It is hereby agreed
that it would not necessarily be equitable if the amount of such contribution were determined by pro rata or per capita allocation.
No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any Person who was not found guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no
Selling Holder or transferee thereof shall be required to make a contribution in excess of the net amount received by such holder
from its sale of Registrable Securities in connection with the offering that gave rise to the contribution obligation.


 


Section 5.4 Procedure.


 


(a) Any Person entitled
to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks
indemnification; provided, however, the failure to give such notice shall not release the indemnifying party from
its obligation, except to the extent that the indemnifying party has been materially prejudiced by such failure to provide such
notice on a timely basis.


 


(b) In any case in
which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with
any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate
and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any
legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such
assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses
available to such indemnifying party or (ii) the indemnifying party shall have failed within a reasonable period of time to
assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in either event the
indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with
retaining separate legal counsel). The indemnifying party shall lose its right to defend, contest, litigate and settle a
matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following
sentence).



    	23



    	 



    

Section 5.5 Other
Matters.


 


(a) An indemnifying party
shall not be liable for any settlement of an Action effected without its consent. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending or threatened Action in respect of which any indemnified
party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Action.


 


(b) Any Losses for which
an indemnified party is entitled to indemnification or contribution under this Article V shall be paid by the indemnifying party
to the indemnified party as such Losses are incurred. The indemnity and contribution agreements contained in this Article V shall
remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee, the
Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this Agreement.


 


(c) The parties hereto
shall, and shall cause their respective Subsidiaries to, cooperate with each other in a reasonable manner with respect to access
to unprivileged information and similar matters in connection with any Action. The provisions of this Article V are for the benefit
of, and are intended to create third party beneficiary rights in favor of, each of the indemnified parties referred to herein.


 


(d) Not less than three
days before the expected filing date of each registration statement pursuant to this Agreement, the Company shall notify each Stockholder
who has timely provided the requisite notice hereunder entitling the Stockholder to register Registrable Securities in such registration
statement of the information, documents and instruments from such Stockholder that the Company or any underwriter reasonably requests
in connection with such registration statement, including, but not limited to a questionnaire, custody agreement, power of attorney,
lock-up letter and underwriting agreement (the “Requested Information”). If the Company has not received, on
or before the day before the expected filing date, the Requested Information from such Stockholder, the Company may file the Registration
Statement without including Registrable Securities of such Stockholder. The failure to so include in any registration statement
the Registrable Securities of a Stockholder (with regard to that registration statement) shall not in and of itself result in any
liability on the part of the Company to such Stockholder.


 


ARTICLE VI


 


SERVICES


 


Section 6.1 Tax
Services. For a period of up to twelve months following the date of this Agreement, the Company agrees to continue to provide
to the Initial Stockholders and their Affiliates tax, accounting, recordkeeping services (the “Services”) in
a manner consistent with past practice prior to the date of this Agreement. The Initial Stockholders shall reimburse the Company
on a quarterly basis for all Third-Party Costs. For purposes of this section, “Third-Party Costs” means all
payments by the Company or any of its subsidiaries to third parties reasonably attributable to the provision of the Services. The
Initial Stockholders may terminate the Services (and the obligation to reimburse the Company for Third-Party Costs) upon not less
than 30 days written notice to the Company.



    	24



    	 



    

ARTICLE VII


 


MISCELLANEOUS


 


Section 7.1 Headings.
The headings in this Agreement are for convenience of reference only and shall not control or effect the meaning or construction
of any provisions hereof.


 


Section 7.2 Entire
Agreement. (a) This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject
matter contained herein, and there are no restrictions, promises, representations, warranties, covenants, conditions or undertakings
with respect to the subject matter hereof, other than those expressly set forth or referred to herein. This Agreement supersedes
all prior agreements and understandings between the parties hereto with respect to the subject matter hereof.


 


Section 7.3 Further
Actions; Cooperation. Each of the Stockholders agrees to use its reasonable efforts to take, or cause to be taken, all actions
and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable
to give effect to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the
Stockholders (i) acknowledges that such Stockholder will prepare and file with the Commission filings under the Exchange Act, including
under Section 13(d) of the Exchange Act, relating to its Beneficial Ownership of the Common Stock and (ii) agrees to use its reasonable
efforts to assist and cooperate with the other parties in promptly preparing, reviewing and executing any such filings under the
Exchange Act, including any amendments thereto.


 


Section 7.4 Notices.
All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in
a written instrument delivered in person or sent by facsimile, nationally recognized overnight courier or first class registered
or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or such other
address as may hereafter be designated on the signature pages of this Agreement or in writing by such party to the other parties:


 


If to the Initial Stockholders,
to:


 


Intrawest Europe Holdings
S.à r.l.


c/o Fortress Investment
Group LLC


1345 Avenue of the Americas,
46th Floor


New York, NY 10105


Fax: (212) 798-6122


Email: rnardone@fortress.com


Attn: Randal A. Nardone



    	25



    	 



    

with a copy (which
shall not constitute notice) to:


 


Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, NY 10036-6522

Fax: (212) 735-2000

Email: gregory.fernicola@skadden.com

Attn: Gregory A. Fernicola, Esq.


 


If to the Company,
to:


 


Intrawest Resorts Holdings, Inc.

1621 18th Street, Suite 300

Denver, Colorado 80202

Email: JGoldstein@intrawest.com

Attn: Joshua B. Goldstein, Esq.


 


If to a Stockholder
that is not one of the Initial Stockholders, then to the address set forth in the written agreement of such Stockholder provided
for in Section 2.1 hereof.


 


All such notices, requests,
consents and other communications shall be deemed to have been given or made if and when received (including by overnight courier)
by the parties at the above addresses or sent by email, facsimile, with confirmation received, to the email addresses or facsimile
numbers specified above (or at such other address or facsimile number for a party as shall be specified by like notice). Any notice
delivered by any party hereto to any other party hereto shall also be delivered to each other party hereto simultaneously with
delivery to the first party receiving such notice.


 


Section 7.5 Applicable
Law. The substantive laws of the State of New York shall govern the interpretation, validity and performance of the terms of
this Agreement, without regard to conflicts of law doctrines.


 


Section 7.6 Severability.
The provisions of this Agreement are independent of and separable from each other. The invalidity, illegality or unenforceability
of one or more of the provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability
of the remainder of this Agreement, including any such provisions, in any other jurisdiction, it being intended that all rights
and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. The parties hereto shall
endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or unenforceable provision, as applicable.



    	26



    	 



    

Section 7.7 Successors
and Assigns. Except as otherwise provided herein, all the terms and provisions of this Agreement shall be binding upon, shall
inure to the benefit of and shall be enforceable by the respective successors and permitted assigns of the parties hereto. No Stockholder
may assign any of its rights hereunder to any Person other than a Permitted Transferee. Each Permitted Transferee of any Stockholder
shall be subject to all of the terms of this Agreement, and by taking and holding such shares such Person shall be entitled to
receive the benefits of and be conclusively deemed to have agreed to be bound by and to comply with all of the terms and provisions
of this Agreement; provided, however, no transfer of rights permitted hereunder shall be binding upon or obligate
the Company unless and until (i) if required under Section 2.1 hereof, the Company shall have received written notice of such transfer
and the joinder of the transferee provided for in Section 2.1 hereof, and (ii) such transferee can establish Beneficial Ownership
or ownership of record of a Registrable Amount (whether individually or together with its Affiliates that are Stockholders or transferees
of Stockholders and, if applicable, its other Permitted Transferees that are Stockholders or transferees of Stockholders). The
Company may not assign any of its rights or obligations hereunder without the prior written consent of each of the Stockholders,
and any assignment attempted or effected without obtaining such required consent shall be null and void. Notwithstanding the foregoing,
no successor or assignee of the Company shall have any rights granted under this Agreement until such Person shall acknowledge
its rights and obligations hereunder by a signed written statement of such Person’s acceptance of such rights and obligations.


 


Section 7.8 Amendments.
This Agreement may not be amended, modified or supplemented unless such amendment, modification or supplement is in writing and
signed by each of the Stockholders and the Company.


 


Section 7.9 Waiver.
The failure of a party hereto at any time or times to require performance of any provision hereof shall in no manner affect its
right at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term, covenant, representation
or warranty contained in this Agreement shall be effective unless in a writing signed by the party against whom the waiver is to
be effective, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition
or breach in other instances or a waiver of any other condition or breach of any other term, covenant, representation or warranty.


 


Section 7.10 Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same Agreement.


 


Section 7.11 Submission
To Jurisdiction. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT AND ANY ACTION FOR ENFORCEMENT OF ANY JUDGMENT
IN RESPECT THEREOF MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES
OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO HEREBY ACCEPTS
FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS
AND THE APPELLATE COURTS THEREOF. EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH
PARTY AT THE ADDRESS FOR NOTICES SET FORTH HEREIN. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT BROUGHT IN THE COURTS REFERRED TO ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY
SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES
HERETO WAIVE THEIR RIGHT TO A JURY TRIAL WITH RESPECT TO DISPUTES HEREUNDER.



    	27



    	 



    

Section 7.12 Injunctive
Relief. Each party hereto acknowledges and agrees that a violation of any of the terms of this Agreement will cause the other
parties irreparable injury for which an adequate remedy at law is not available. Therefore, the Stockholders agree that each party
shall be entitled to, an injunction, restraining order, specific performance or other equitable relief from any court of competent
jurisdiction, restraining any party from committing any violations of the provisions of this Agreement, without the need to post
a bond or prove the inadequacy of monetary damages.


 


Section 7.13 Recapitalizations,
Exchanges, Etc. Affecting the Shares of Common Stock; New Issuance. The provisions of this Agreement shall apply, to the full
extent set forth herein, with respect to Company Securities and to any and all equity or debt securities of the Company or any
successor or assign of the Company (whether by merger, consolidation, sale of assets, or otherwise) which may be issued in respect
of, in exchange for, or in substitution of, such Company Securities and shall be appropriately adjusted for any stock dividends,
splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date
hereof.


 


Section 7.14 Termination.
Upon the mutual consent of all of the parties hereto or, with respect to each Stockholder, at such earlier time as such Stockholder
and its Affiliates and Permitted Transferees ceases to Beneficially Own a Registrable Amount, the terms of this Agreement shall
terminate, and be of no further force and effect; provided, however, that the following shall survive the termination
of this Agreement: (i) the provisions of Sections 4.2 (which shall terminate, and be of no further force and effect, with respect
to each Stockholder, at such time as such Stockholder and its Affiliates and Permitted Transferees ceases to Beneficially Own a
Registrable Amount), 4.6, Article 5, 7.5, 7.11, this Section 7.14 and Section 7.15; (ii) the rights with respect to the breach
of any provision hereof by the Company and (iii) any registration rights vested or obligations accrued as of the date of termination
of this Agreement to the extent, in the case of registration rights so vested, if such Stockholder ceases to meet the definition
of a Stockholder under this Agreement subsequent to the vesting of such registration rights as a result of action taken by the
Company.


 


Section 7.15 Third
Party Beneficiary. FIG LLC shall be a third party beneficiary to the agreements made hereunder between the Company and the
Initial Stockholders and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary
or advisable to protect its rights hereunder.



    	28



    	 



    

Section 7.16 Rule
144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and
the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it is not required to file such reports,
it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary
to permit sales in compliance with Rule 144 under the Securities Act), and it will take such further reasonable action, to the
extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from
time to time, or any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder
of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such
information and filing requirements.


 


Section 7.17 Information.
The Company covenants and agrees that for so long as the Stockholders, together, have Beneficial Ownership of at least 1% of the
Voting Power of the Company, it will provide or cause to be provided, upon request, to persons affiliated with FIG LLC who are
covered by applicable FIG LLC confidentiality policies, all information about the Company and its operations as the Company would
ordinarily provide to a director upon his or her request.


 


[Remainder of page left blank intentionally]


    	29



    	 



    


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


 


	 	INTRAWEST RESORTS HOLDINGS, INC.
	 	 	 
	 	By: 	/s/ Joshua B. Goldstein
	 	 	Name: JOSHUA B. GOLDSTEIN
	 	 	Title: Senior Vice President

Chief General Counsel
	 	 	 
	 	INTRAWEST EUROPE HOLDINGS S.À R.L.
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	INTRAWEST S.À R.L.
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:



 


[Signature Page to Stockholders
Agreement]



    	 



    	 



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


 


	 	INTRAWEST RESORTS HOLDINGS, INC.
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title: 
	 	 	 
	 	INTRAWEST EUROPE HOLDINGS S.À R.L.
	 	 	 
	 	By:	/s/ Cameron MacDougall
	 	 	Name: Cameron MacDougall
	 	 	Title: Authorized Signatory
	 	 	 
	 	INTRAWEST S.À R.L.
	 	 	 
	 	By:	/s/ Cameron MacDougall
	 	 	Name: Cameron MacDougall
	 	 	Title: Authorized Signatory



 


[Signature Page to Stockholders
Agreement]