Exhibit 2.6

Juice Trust dtd 1/24/96 Trust 3

and

Ere Development Inc.

and

Red Mountain Ventures Inc.

and

Rmr Acquisition Corp.

and

Red Property Management Ltd.

and

Red Mountain Ventures G.p. Ltd.

Shareholders’ Agreement

July 18, 2024

TABLE OF CONTENTS

SCHEDULES

SHAREHOLDERS’ AGREEMENT

THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made effective as of July 18, 2024

BETWEEN:

JUICE TRUST DTD 1/24/96 TRUST 3, a trust established under the laws of the State of California

(the “Juice Trust”)

AND:

ERE DEVELOPMENT INC., a company existing under the laws of the Province of British Columbia

(“ERE”)

AND:

RED MOUNTAIN VENTURES INC., a company existing under the laws of the State of California

(“HowardCo”)

AND:

RMR ACQUISTION CORP., a company existing under the laws of the Province of British Columbia

(“RMR”)

AND:

RED PROPERTY MANAGEMENT LTD., a company existing under the laws of the Province of British Columbia

(“RPM”)

AND:

RED MOUNTAIN VENTURES G.P. LTD., a company existing under the laws of the Province of British Columbia

(the “Company”)

WHEREAS:

A.             The Juice Trust is the sole owner of the Class E-2 Common Voting Shares of the Company;

B.             ERE is the sole owner of the Class E-3 Common Voting Shares of the Company;

C.             HowardCo is the sole owner of the Class E-4 Common Voting Shares of the Company (and is also an owner of Class A Common Non-Voting Shares and Class B Common Voting Shares of the Company);

D.             The company is general partner of Red Mountain Ventures Limited Partnership (the “Partnership”);

E.              RMR is a Subsidiary of the Partnership;

F.              RPM is owned by RMR and ERE;

G.             The Juice Trust has a significant financial interest in the Partnership;

H.             ERE is assuming significant responsibilities with respect to real estate development component of the Partnership’s business as well as with respect to the Company’s board of directors and management committee and RPM’s board of directors;

I.               HowardCo, by virtue of its ownership of Class E-4 Common Voting Shares and the historical and ongoing management services of Howard Katkov, has a financial interest in the Partnership’s business;

J.              The parties wish to enter into this Agreement in order to establish, among other things, rights and obligations arising out of or in connection with the ownership of their shares in the Company and RPM and the business of the Partnership and RPM.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements contained herein the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

In this Agreement, the following words and expressions will have the respective meanings ascribed to them below:

“Act” means the Business Corporations Act (British Columbia), as amended from time to time;

“Affiliate” means, when used to indicate a relationship with a specified Person, (a)any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with the specified Person;

“Agreement” means this Agreement, as may be modified, amended and/or restated from time to time in accordance herewith;

“Approved E-1 Capex Plan” has the meaning ascribed thereto in Section 4.12;

“Articles” means the articles of the Company and RPM, as the case may be, and has the meaning ascribed thereto in the Act;

“Associate” means has the meaning specified in the Business Corporations Act (British Columbia) , as amended from time to time;

“Business” means the business of owning and operating the Red Mountain ski resort at Rossland, British Columbia and owning and developing certain real estate surrounding the Red Mountain ski resort owned by the Partnership and its Subsidiaries;

“Business Day” means any day of the year, other than a Saturday, a Sunday or any day on which banks are required or authorized to close in Rossland, British Columbia;

“Canadian Financial Institution” means a bank or credit union that is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction in Canada;

“Closing Date” has the meaning ascribed thereto in Section 8.1;

“Committee Matter” and “Committee Matters” have the meanings ascribed thereto in Subsection 4.3(a);

“Committee Member” means a member of the Management Committee;

“Company” means Red Mountain Ventures G.P. Ltd., a British Columbia company;

“Company Board” means the board of the directors of the Company;

“Company Director” means a member of the board of directors of the Company duly elected in accordance with the Act, the Notice of Articles, the Articles and this Agreement;

“Company Shareholder” means any holder of Company Shares;

“Company Shares” means shares in the capital of the Company;

“Control” has the meaning ascribed thereto in Subsection 1.9;

“Default Buy Notice” has the meaning ascribed thereto in Subsection 7.1(d)(ii);

“Default Shares” has the meaning ascribed thereto in Paragraph 7.1(d)(ii);

“Defaulting Shareholder” has the meaning ascribed thereto in Subsection 7.1(a);

“Development Lands” means such portion of the Lands that is not Operating Lands;

“Development Progress Default” has the meaning ascribed thereto in Subsection 4.14(m);

“Development Project LP” has the meaning ascribed thereto in Paragraph 4.14(e)(i);

“Development Project Notice” has the meaning ascribed thereto in Subsection 4.14(c);

“Development Project Proposal” has the meaning ascribed thereto in Subsection 4.14(d);

“Development Projects” means the financing, development and sale of condo, hotel and other development projects on the Lands, and each one individually is a “Development Project”;

“Development Proposal Date” has the meaning ascribed thereto in Subsection 4.14(d);

“Disabled” means any Person who: (a) becomes incapable of discharging the usual duties of such Person’s business or employment by reason of illness, disease, or other mental or physical disability for either (i) a period of six consecutive months, or (ii) 275 days in the aggregate during any period of 365 consecutive days; or (b) is determined by a court of competent jurisdiction to be unable to manage such Person’s own affairs;

“DP Valuation” has the meaning ascribed thereto in Paragraph 7.1(c)(i);

“E-1 Offering” means the offering of Class E-1 Preferred shares of RMR by way of capital commitments, the first closing of which takes place on or about July      , 2024;

“Effective Date” means July      , 2024, the date of this Agreement;

“Entire Enterprise” means, at any given time, the Operating Resort and remaining Development Lands;

“ERE” means ERE Development Inc., a British Columbia company;

“ERE Funding Deadline” has the meaning ascribed thereto in Subsection 4.14(h);

“ERE Key Man Event” has the meaning ascribed thereto in Subparagraph 7.1(a)(iv)(B);

“ERE Offer Period” has the meaning ascribed thereto in Subsection 4.18(a);

“ERE Priority Offer” has the meaning ascribed thereto in Section 4.18;

“ERE Shareholder” means, collectively, ERE and any Permitted Transferees of ERE, as applicable, holding collectively all of the Shares beneficially owned by ERE;

“Event of Default” has the meaning ascribed thereto in Subsection 7.1(a);

“Fundamental Matter” and “Fundamental Matters” have the meanings ascribed thereto in Subsection 4.6(a);

“HowardCo” means Red Mountain Ventures Inc., a Delaware corporation;

“JT Shareholder” means, collectively, the Juice Trust and any Permitted Transferees of the Juice Trust, as applicable, holding collectively all of the Shares beneficially owned by the Juice Trust;

“Juice Trust” means the Juice Trust dtd 1/24/96 Trust 3, a trust constituted under the laws of California;

“Lands” means the real property beneficially owned by the Partnership and legally owned by RMR as set forth in Schedule B hereto;

“Laws” means all statutes, regulations, statutory rules, orders, and terms and conditions of any grant of approval, permission, authority or license of any court, governmental entity, statutory body or self-regulatory authority, and the term “applicable” with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a governmental entity, statutory body or self-regulatory authority having jurisdiction over the Person or Persons or its or their business, undertaking, property or securities;

“Loan Facility” has the meaning ascribed thereto in Paragraph 4.12(b)(ii);

“Management Committee” means the management committee of the Company formed pursuant to Section 4.1;

“Management Committee Approval” has the meaning ascribed thereto in Subsection 4.2(f);

“Management Committee Deadlock” means a decision put forward to the Management Committee that has both votes for and against the decision such that Management Committee Approval is not obtained in respect of such decision;

“Non-Defaulting Shareholder” has the meaning ascribed thereto in Paragraph 7.1(a)(i);

“Notice of Articles” means the notice of articles of the Company or RPM, as the case may be, as that term is used in the Act;

“Offered Interest” has the meaning ascribed thereto in Section 4.18;

“Offered Interest Closing Date” has the meaning ascribed thereto in Subsection 4.18(c);

“Offered Interest Price and Terms” has the meaning ascribed thereto in Section 4.18;

“Operating Lands” means such Lands as are necessary, as determined by the Company Board from time to time, to carry on the business of owning and operating the Red Mountain ski resort at Rossland, British Columbia;

“Operating Resort” means the Operating Lands and real and personal property located on the Operating Lands owned by the Partnership and its Subsidiaries involved in the operation of the ski resort at Red Mountain Resort;

“Partner” means a partner of the Partnership;

“Partnership” means Red Mountain Ventures Limited Partnership, a British Columbia partnership;

“Partnership Agreement” means the amended and restated limited partnership agreement governing the Partnership dated the Effective Date, as may be further amended and/or restated from time to time;

“Partnership Units” means units of any class or series of the Partnership;

“Partnership Waterfall” means Sections 4.8 and 15.5 of the Partnership Agreement, being the sections of the Partnership Agreement pursuant to which distributions are made to the limited partners of the Partnership;

“Permitted Transferee” means:

“Person” or “person” means any individual, sole proprietorship, partnership, limited partnership, joint venture, syndicate, unincorporated association, corporation, trust, trustee, executor, administrator or other legal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;

“Primary Shareholder” means each of the ERE Shareholder and JT Shareholder;

“Project Costs” means, in respect of a Development Project, all hard construction and soft costs incurred in the development, construction, marketing and sale of such Development Project, including all fees, interest and other amounts payable under and in respect of any construction financing; and for the purposes of this definition, “soft costs” means all costs incurred in developing the Development Project which are not directly related to the construction of a Development Project or included in the project budget for construction, and specifically but without limiting the generality of the foregoing includes engineering, architectural, consultants, on-site project management, landscaping, testing, surveys, legal fees, financing costs, any permit and connection fees, appraisal, financing fees and interest, sales costs and commissions;

“Protected Parties” has the meaning ascribed thereto in Section 6.1;

“Purchased Shares” has the meaning ascribed thereto in Section 8.1;

“Representative” has the meaning ascribed thereto in Subsection 6.1(a);

“RMR” means RMR Acquisition Corp., a British Columbia company;

“RMR Shareholders’ Agreement” means the shareholders’ agreement governing RMR dated the Effective Date, as may be further amended and/or restated from time to time;

“RPM” means Red Property Management Ltd., a British Columbia company;

“RPM Board” means the board of the directors of RPM;

“RPM Director” means a member of the board of directors of RPM duly elected in accordance with the Act, the Notice of Articles, the Articles and this Agreement;

“RPM Management Agreement” has the meaning ascribed thereto in Section 5.3;

“RPM Shares” means shares in the capital of RPM;

“Shareholder” means each of the JT Shareholder, ERE Shareholder and HowardCo, so long as they hold any Shares, and any Person that subsequently acquires Shares from such shareholders in accordance with the terms of this Agreement;

“Shares” means shares in the capital of the Company and RPM;

“Subsidiary” means, in respect of a specified Person, any Person that is directly or indirectly Controlled by such specified Person;

“Transfer” means a sale, exchange, assignment, gift, bequest, disposition, mortgage, charge, pledge, encumbrance, grant of security interest or lien or other arrangement or dealing under which:

whether or not voluntary and whether or not for value, and any agreement to effect any of the foregoing, including the granting of an option or similar right to effect any of the foregoing;

“Transferee” means any Person to whom Shares are to be Transferred; and

“Transferor” means any Shareholder that has proposed to Transfer Shares in accordance with this Agreement.

Words importing the singular number will include the plural and vice-versa, words importing the masculine gender will include the feminine and neuter genders and vice-versa and words importing persons will include individuals, partnerships, trusts, unincorporated organizations, companies and other entities and vice-versa.

All accounting terms herein will have the meanings ascribed to them in accordance with the generally accepted accounting principles from time to time approved by the Chartered Professional Accountants of Canada, or any successor institute, consistently applied.

If a court, arbitrator or other tribunal of competent jurisdiction determines that any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions will not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential purpose and, provided such determination does not cause this Agreement to fail in its essential purpose, the parties will negotiate in good faith to agree to a substitute term that will be as close as possible to the intention of any invalid or unenforceable term while being valid and enforceable.

All payments contemplated herein will be paid in Canadian funds, in cash, by way of telegraphic transfer of funds of immediately available funds, bankers’ draft, solicitor’s trust or certified cheque and all references herein to dollar amounts are references to dollars in the lawful currency of Canada.

This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without giving effect to any choice of law or conflicting provision or rule that would cause the laws of any other jurisdiction to be applied, and the parties submit and attorn to the jurisdiction of the courts of the Province of British Columbia.

Time will be the essence hereof. When calculating the period of time within which or following which any act is to be done or step taken pursuant to this Agreement, the date which is the reference date in calculating such period will be excluded. If the last day of such period is a non-Business Day, the period in question will end on the next Business Day.

is such that, if that person and all of the entities referred to in Paragraph 1.9(c)(ii) that beneficially own securities of the entity were one person, that person would control the entity.

The following Schedules annexed hereto form part of this Agreement and are incorporated herein by reference:

Schedule A       -       Capital of the Company and RPM

Schedule B       -       Lands

Schedule C       -       Development Project Land Values

Schedule D       -       Form of Development Project Proposal

ARTICLE 2

IMPLEMENTATION OF AGREEMENT

Each certificate representing Shares will bear the following legend:

“The securities represented by this certificate are subject to the provisions of a Shareholders’ Agreement between the Company and its shareholders. Pursuant to the terms of such agreement, these securities may not be sold, transferred, pledged, hypothecated or otherwise disposed of except in accordance therewith.”

Each of the Shareholders hereby consents to any Transfer of Shares made in accordance with this Agreement and hereby covenants and agrees that such consent will satisfy any restriction on transfer of the shares contained in the Notice of Articles or Articles and that no further consent of such Shareholder, as a Shareholder, will be required pursuant to the Notice of Articles or Articles for any Transfer of Shares contemplated in or made in accordance with this Agreement.

In the event of any conflict between the provisions of this Agreement and the Notice of Articles, the provisions of this Agreement will prevail and govern to the greatest extent permitted under the Act. In the event of any conflict between the provisions of this Agreement and the Articles, the provisions of this Agreement will prevail and govern and the Shareholders will cause the Articles to be amended to conform to the provisions of this Agreement. Any matter not otherwise specifically dealt with herein will be governed by the Act, the Notice of Articles and the Articles.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

As of the Effective Date, each Shareholder represents and warrants that:

As of the Effective Date, the Company represents and warrants that:

As of the Effective Date, RPM represents and warrants that:

ARTICLE 4

MANAGEMENT, BUSINESS AND OPERATIONS

Subject to Section 4.6 and Section 7.1, the Company Directors will manage, or supervise the management of, the business and affairs of the Company in accordance with this Agreement, the Act, the Notice of Articles and the Articles.

The parties acknowledge that the employment agreements between RMR and each Donald Thompson and Howard Katkov terminate on April 30, 2025 (and that such individuals will continue in such roles until such time in accordance with their respective employment agreements).

Commencing on or before January 1, 2025, the parties will engage in discussions regarding roles that Donald Thompson, Howard Katkov, David Evans and Christopher Evans (as well as other Persons) may assume with the Company and the Partnership’s Subsidiaries in senior management and advisory positions commencing May 1, 2025. Any such roles (including terms of employment, compensation, duties, etc.) will be subject to approval of the Company Board.

Upon approval of the Company Board, the Company may from time to time adopt and approve one or more management incentive plans, programs or grants (including, but not limited to, an option plan, profit participation plan, or other plan or grants) for incentivizing and/or rewarding management of the Company and the Partnership’s Subsidiaries on such terms and conditions as the Company Board may approve from time to time.

4.15        Sale of Operating Resort.

Within five (5) years of the Effective Date, the Company will use commercially reasonable efforts, on behalf of the Partnership, to market and sell the Operating Resort at a price and on terms approved by the Company Board (including appointment of reputable broker / sales agent), provided that so long as Jeff Busby is alive, no sale of the Operating Resort may take place at a price less than $54,000,000.00 without the prior written consent of the JT Shareholder. The sale of the Operating Resort will be subject to the right of first offer in favour of the ERE Shareholder described in Section 4.18 below.

4.16        Sale of Undeveloped Development Lands.

Upon unanimous approval of the Company Board, the Company may from time to time, on behalf of the Partnership and/or its applicable Subsidiaries, sell one or more undeveloped parcels of the Development Lands, including a bulk sale of the Development Lands, subject to the following conditions, which conditions are subject to waiver or modification upon unanimous approval of the Company Board:

4.17        Sale of Entire Enterprise.

Notwithstanding Section 4.16, in the event that the Partnership (including RMR and the other Partnership Subsidiaries) does not have sufficient funds to continue operations and is unable to raise funds necessary for operations from investors, lenders or cash flow from operations, then upon approval of the Company Board, the Company may, on behalf of the Partnership and/or its applicable Subsidiaries, sell the Entire Enterprise at such price and upon such terms as the Company Board approves, subject to the right of first offer in favour of the ERE Shareholder described in Section 4.18 below. In the event of any sale of the Entire Enterprise pursuant to this Section 4.17, all net sales proceeds of such sale will be paid as follows:

with funds received by the RMR to be distributed to the Partners pursuant to the Partnership Agreement and the RMR shareholders pursuant to the RMR Shareholders’ Agreement.

4.18        Ere Priority Offer

Before the Company offers to sell any of the Operating Resort, the undeveloped Development Lands or Entire Enterprise (each, an “Offered Interest”) to any other Person, the Company will, on behalf of the Partnership and/or its applicable Subsidiaries, offer (the “ERE Priority Offer”) to sell the Offered Interest to the ERE Shareholder on the terms and conditions established by the Company Board for the specific Offered Interest (the “Offered Interest Price and Terms”) in accordance with the following process:

4.19        Day Lodge to Continue.

The parties acknowledge and agree that the Day Lodge at the base of Red Mountain Resort will continue to operate in the normal course of business and will not be torn down unless unanimously approved otherwise by the Company Board.

4.20        Termination of Company as General Partner of Partnership

To the extent any Shareholder, or any Affiliate or Associate of any Shareholder, is a limited partner of the Partnership, such Shareholder will not, and will cause any Affiliate or Associate to not, exercise any right under the Partnership Agreement or cast a vote of the limited partners under the Partnership Agreement so as to cause the Company to be removed as general partner of the Partnership.

ARTICLE 5 

RED PROPERTY MANAGEMENT

5.1          RPM Board of Directors.

5.2          RPM Board Meetings and Decisions.

5.3          Rpm Management Agreement.

Subject to Section 7.1, any amendment to or termination of the management agreement dated the Effective Date between ERE and RPM (the “RPM Management Agreement”) requires approval by the Primary Shareholders as a Fundamental Matter pursuant to Section 4.6.

5.4          Priority Dividend.

Unless approved otherwise by the Primary Shareholders as a Fundamental Matter pursuant to Section 4.6, RPM will declare and pay a dividend on the Class B shares of RPM held by RMR in the aggregate amount of $1,500,000.00 over a period of five years in equal $300,000.00 amounts per year, provided that if insufficient funds are available to pay a dividend in any given year, the shortfall will be carried over and added to the dividend payable to RMR in the subsequent year. For greater certainty, RPM dividends will be payable out of funds available for such purpose after payment of operating costs of RPM, such costs to include the management fee payable to ERE pursuant to the RPM Management Agreement.

ARTICLE 6

CONFIDENTIALITY

6.1          Confidentiality.

ARTICLE 7 

DEFAULTING SHAREHOLDER

7.1          Defaulting Shareholder.

ARTICLE 8

CLOSING PROCEDURES

8.1          Closing Procedures.

Any Transfer of Shares (the “Purchased Shares”) will be governed by this Article 8. Unless otherwise specified in this Agreement, the closing date (the “Closing Date”) will be:

8.2          Transferor’s Obligations.

On the Closing Date the Transferor will:

8.3          Additional Obligations of Transferor.

If the Transferor will have no further beneficial interest in any Shares after the completion of the Transfer, on the Closing Date:

8.4          Transferee’s Obligations.

On the Closing Date, if the Transferee is not already a Shareholder, the Transferee will deliver to the Company an agreement, in form satisfactory to the Company and the remaining Shareholder(s) pursuant to Subsection 2.1(c), binding the Transferee to the terms of this Agreement on the basis that the Transferee will succeed to and be entitled to all rights and will succeed to and be subject to all obligations of the Transferor hereunder. If necessary, the parties to this Agreement will execute an appropriate amendment to this Agreement (including, without limiting the generality of the foregoing and for greater certainty, the definitions of “JT Shareholder”, “ERE Shareholder” and “Permitted Transferee”) to reflect the Transferee as a party to this Agreement.

8.5          Transferor’s Failure to Complete.

If, on the Closing Date, the Transferor fails to complete the transaction of purchase and sale:

ARTICLE 9
ARBITRATION

9.1          Duty to Submit to Arbitration.

All disputes arising out of or in connection with this Agreement, or in respect of any defined legal relationship associated therewith or derived therefrom, will be referred to and finally resolved by arbitration administered under the applicable rules of the Vancouver International Arbitration Centre. The language of the arbitration will be English.

9.2          Appointing Authority.

The appointing authority will be the Vancouver International Arbitration Centre.

9.3          Governing Rules.

The case will be administered by the Vancouver International Arbitration Centre pursuant to the Arbitration Act (British Columbia), in accordance with its Domestic Arbitration Rules in effect at the time of the arbitration.

9.4          Place of Arbitration.

The place of arbitration will be Vancouver, British Columbia, Canada.

9.5          Costs.

The costs of the arbitration will be borne equally by the parties unless the arbitrator determines otherwise.

9.6          Circumstances Arbitration Does Not Apply.

Section 9.1 does not apply (i) where this Agreement otherwise more specifically sets out a dispute resolution mechanism to be followed prior to arbitration, or (ii) to remedies for injunction or specific performance to enforce obligations under this Agreement for which damages are not an adequate remedy.

ARTICLE 10
GENERAL

10.1        Notices.

Any notice or other writing required or permitted to be given hereunder or for the purposes hereof will be sufficiently given if delivered or sent by electronic mail to the party to whom it is given at:

or at such other address as the party to whom such writing is to be given will have last notified to the party giving the same in the manner provided in this clause. Any notice delivered or sent by electronic mail to the party to whom it is addressed will be deemed to have been given and received on the Business Day next following the day it was delivered or electronically mailed, provided that the sender does not receive a delivery failure report.

10.2        Waivers.

No waiver on behalf of any party of any breach of any of the covenants, conditions and provisions herein contained will be effective or binding upon such party unless the same will be expressed in writing and any waiver so expressed will not limit or affect such parties’ rights with respect to any other future breach.

10.3        Entire Agreement.

This Agreement and the Schedules appended hereto, constitute the entire agreement between the parties hereto with respect to all of the matters herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter herein and therein.

10.4        Further Assurances.

The parties will with reasonable diligence, do all such things, provide all such reasonable assurances and provide such further documents or instruments required by the other parties as may be reasonably necessary or desirable to give effect to the purpose of this Agreement.

10.5        Enurement.

This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

10.6        Assignment.

Except as expressly provided in this Agreement, this Agreement may not be assigned by any of the parties without prior written consent of all of the other parties.

10.7        Amendment.

This Agreement may not be amended except by written agreement signed by all the parties.

10.8        Counterparts.

This Agreement may be executed in one or more counterparts (including by facsimile, .pdf or other electronic method), each of which shall be deemed an original, and all of which, together, shall constitute one and the same instrument.

[Remainder of page intentionally blank. Signature page follows.]

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first above written.

Signature page to Shareholders’ Agreement

SCHEDULE A

CAPITAL OF THE COMPANY AND RPM

Red Mountain Ventures G.P. Ltd.

Authorized

Issued

Red Property Management Ltd.

Authorized

Issued

SCHEDULE B
LANDS

SCHEDULE C

DEVELOPMENT PROJECT LAND VALUES

RED MOUNTAIN RESORT - Development Land

SCHEDULE D

FORM OF DEVELOPMENT PROJECT PROPOSAL

See attached.

Schedule D

Real Estate Development Term Sheet

RED MOUNTAIN RESORT

FORM OF DEVELOPMENT PROJECT PROPOSAL

TERM SHEET TEMPLATE: this form will be the basis of each Development Project Proposal. Each project will have its own unique characteristic and deal terms that are not contemplated below will be determined in accordance with project details and market conditions among other external factors.

Date_____________, 20_.

ERE Development Inc. (“ERE”) hereby provides to the board of directors (the “Company Board”) of Red Mountain Ventures G.P. Ltd. (the “Company”) the following project proposal for review and acceptance or rejection by the Company Board in accordance with Section 4.14 of the shareholders’ agreement governing the Company (the “RMVGP SHA”). Capitalized terms not otherwise defined herein have the meaning given to them in the RMVGP SHA.

a.    Architect: _____________________

i.      Mechanical Engineer: _____________ 

ii.    Structural Engineer: _____________ 

iii.   Electrical Engineer:_____________ 

iv.   Civil Engineer:______________ 

b.    General Contractor:_______________ 

c.    Sales Contractor:_________________ 

d.    Marketing Contractor:__________________ 

e.    Real Estate Agent:__________________

ERE Development Inc.

SCHEDULE A

Major Decisions of the General Partner (“GP”) of the Project LP will be subject to joint agreement between RMR and ERE, each acting reasonably and in good faith, and are generally outlined below (capitalized terms will be as defined in the partnership agreement governing the Project LP):

Nominee Matters

Limited Partnership Matters

Project

SCHEDULE B

PROJECT DESCRIPTION

The Project Description to include:

APPENDIX A

FORM OF PRO FORMA

Real Estate Development 

SCHEDULE C

PROJECT EQUITY STRUCTURE

Estimated total equity requirement $________