REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2005 • Cold Spring Capital Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the day of , 2005, by and among: Cold Spring Capital, Inc., a Delaware corporation (the "Company"); and Ferris, Baker Watts, Incorporated ("FBW").
WARRANT AGREEMENTWarrant Agreement • August 16th, 2005 • Cold Spring Capital Inc. • Blank checks • New York
This Agreement made as of , 2005 between Cold Spring Capital Inc., a Delaware corporation, with offices at 51 Locust Avenue, Suite 302, New Canaan, Connecticut 06840 ("Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 ("Warrant Agent").
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 16th, 2005 • Cold Spring Capital Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2005 ("Agreement"), by and among Cold Spring Capital Inc., a Delaware corporation ("Company"), Richard A. Stratton, Joseph S. Weingarten, Evan E. Binder, Robert M. Chefitz, I Trevor Rozowsky (collectively "Initial Stockholders") and Continental Stock Transfer & Trust Company, a New York corporation ("Escrow Agent").
QuickLinks -- Click here to rapidly navigate through this documentCold Spring Capital Inc. • August 16th, 2005 • Blank checks
This letter will confirm the agreement of Richard A. Stratton and Joseph S. Weingarten (the "Initial Stockholders") to purchase warrants ("Warrants") of Cold Spring Capital Inc. ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradable until ninety days after the effective date of the Company's IPO unless Ferris, Baker Watts, Inc. ("FBW") informs the Company of its decision to allow earlier separate trading.
COLD SPRING CAPITAL INC.Cold Spring Capital Inc. • August 16th, 2005 • Blank checks
NON-COMPETE AGREEMENTNon-Compete Agreement • August 16th, 2005 • Cold Spring Capital Inc. • Blank checks
NON-COMPETE AGREEMENT (the "Agreement"), dated as of July 24, 2003, by and between RICHARD A. STRATTON, an individual residing in Williamstown, Massachusetts ("Stratton") and RESORT FINANCE LLC, a Massachusetts limited liability company ("RFL"). All capitalized terms used in this Agreement which are not otherwise defined herein shall have the meanings ascribed such terms in that certain Credit Agreement, dated as the date hereof, by and among RFL, Bank of Scotland, as Agent, and the Lenders named therein and that certain Credit Agreement, dated as the date hereof, by and among Resort Finance Corporation ("RFC"), Bank of Scotland, as Agent, and the Lenders named therein (collectively, as each may be amended or modified from time to time, the "Credit Agreements").
Cold Spring Capital Incorporated 51 Locust Avenue, Suite 302 New Canaan, Connecticut 06840 June 10, 2005Cold Spring Capital Inc. • August 16th, 2005 • Blank checks
The purpose of this letter is to set forth certain understandings regarding your advance of $50,000 (the "Advance") to Cold Spring Capital Incorporated, a Delaware corporation (the "Company"), to pay for certain fees, costs and expenses in connection with the Company's initial public offering (the "Offering"). Such Advance shall be subject to the following conditions:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 16th, 2005 • Cold Spring Capital Inc. • Blank checks • New York
This Agreement is made as of , 2005 by and between Cold Spring Capital Inc., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation ("Trustee").
Cold Spring Capital Incorporated 51 Locust Avenue, Suite 302 New Canaan, Connecticut 06840 June 10, 2005Cold Spring Capital Inc. • August 16th, 2005 • Blank checks
The purpose of this letter is to set forth certain understandings regarding your advance of $50,000 (the "Advance") to Cold Spring Capital Incorporated, a Delaware corporation (the "Company"), to pay for certain fees, costs and expenses in connection with the Company's initial public offering (the "Offering"). Such Advance shall be subject to the following conditions:
