AGREEMENT AND PLAN OF MERGER among VAIL HOLDINGS, INC., VRAD HOLDINGS, INC., PEAK RESORTS, INC., and solely with respect to Section 9.14, VAIL RESORTS, INC. Dated as of July 20, 2019Merger Agreement • July 22nd, 2019 • Peak Resorts Inc • Hotels & motels • Missouri
This AGREEMENT AND PLAN OF MERGER, dated as of July 20, 2019 (this “Agreement”), is entered into among Vail Holdings, Inc., a Colorado corporation (“Parent”), VRAD Holdings, Inc., a Missouri corporation and direct, wholly owned Subsidiary of Parent (“Merger Sub”), Peak Resorts, Inc., a Missouri corporation (the “Company”), and, solely for the purposes stated in Section 9.14, Vail Resorts, Inc., a Delaware corporation (“Guarantor”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 22nd, 2019 • Peak Resorts Inc • Hotels & motels • Missouri
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 20, 2019 by and among Vail Holdings, Inc., a Colorado corporation (“Parent”), and Timothy Boyd (the “Company Shareholder”), a shareholder of Peak Resorts, Inc., a Missouri corporation (the “Company”).
VOTING, SUPPORT AND CONSENT AGREEMENTVoting, Support and Consent Agreement • July 22nd, 2019 • Peak Resorts Inc • Hotels & motels • New York
This VOTING, SUPPORT AND CONSENT AGREEMENT (this “Agreement”) is made and entered into as of July 20, 2019 by and among Vail Holdings, Inc., a Colorado corporation (“Parent”), Cap 1 LLC, a Delaware limited liability company (the “Company Shareholder”), a shareholder of Peak Resorts, Inc., a Missouri corporation (the “Company”), Snow Time Acquisition, Inc., a Missouri corporation and a direct, wholly owned subsidiary of Company (the “Borrower”), and certain subsidiaries of the Borrower listed on the signature pages hereto as “Subsidiary Guarantors” (the “Subsidiary Guarantors”, and the Subsidiary Guarantors together with the Borrower, the “Loan Parties”).
