has caused this Certificate of Designations to
be duly executed by an authorized officer this 21 day of November, 2017.
VAIL HOLDCO CORP By:
Name:
Title:
[SIGNATURE PAGE TO CERTIFICATE OF DESIGNATIONS]
EXHIBIT A
Restrictive Legend to the Junior Convertible Preferred Stock Certificate
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY SECURITIES LAWS OF ANY OTHER JURISDICTION
AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A
REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SECURITIES ACT OR
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE DESIGNATIONS,
RIGHTS, PREFERENCES, POWERS, RESTRICTIONS AND LIMITATIONS SET FORTH IN THE
CERTIFICATE OF DESIGNATIONS FOR THE JUNIOR CONVERTIBLE PREFERRED STOCK FILED
WITH THE SECRETARY OF STATE FOR THE STATE OF DELAWARE PURSUANT TO SECTION 151 OF
THE DELAWARE GENERAL CORPORATION LAW (THE "CERTIFICATE OF DESIGNATIONS") AND THE
RIGHTS, TERMS AND CONDITIONS SET FORTH IN THE STOCKHOLDERS AGREEMENT BY AND
AMONG VAIL HOLDCO CORP (THE "COMPANY") AND CERTAIN OF THE STOCKHOLDERS OF
COMPANY FROM TIME TO TIME PARTY THERETO (THE "STOCKHOLDERS AGREEMENT"). NO
TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH
THE PROVISIONS OF THE CERTIFICATE OF DESIGNATIONS AND THE STOCKHOLDERS
AGREEMENT. A COPY OF THE CERTIFICATE OF DESIGNATIONS AND THE STOCKHOLDERS
AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER UPON
REQUEST.
IN ADDITION, THE HOLDER OF THIS SECURITY UNDERSTANDS THAT THE ISSUER MAY RECEIVE
A LIST OF PARTICIPANTS HOLDING POSITIONS IN THIS SECURITY. EACH PURCHASER OF
THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT
THAT IT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN
THE CERTIFICATE OF DESIGNATIONS AND THE STOCKHOLDERS AGREEMENT AND WILL NOT
TRANSFER THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN EXCEPT TO AN ELIGIBLE
PURCHASER WHO CAN MAKE THE SAME ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND
AGREEMENTS ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING.
EXHIBIT B
Joinder to Stockholders Agreement
The undersigned is executing and delivering this Joinder Agreement (the "Joinder
Agreement") to the Stockholders Agreement, dated as of November 21, 2017 (as
amended, supplemented or otherwise modified in accordance with the terms
thereof, the "Stockholders Agreement"), among Vail Holdco Corp, a Delaware
corporation (the "Company"), and each of the stockholders of the Company whose
name appears on the signature pages listed therein (each, an "Existing
Stockholder" and collectively, the "Existing Stockholders").
By executing and delivering this Joinder Agreement, the undersigned hereby
agrees to become a party to, to be bound by, and to comply with the provisions
of the Stockholders Agreement in the same manner as if the undersigned were an
original signatory to such agreement as an Existing Stockholder.
IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of
,
.
[NAME OF STOCKHOLDER]
Name: Title:
Acknowledged by:
VAIL