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, 2014Stockholders Agreement • May 13th, 2014 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
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
