REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 19th, 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 Deutsche Bank Securities Inc. ("DBSI").
WARRANT AGREEMENTWarrant Agreement • October 19th, 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").
Units COLD SPRING CAPITAL, INC. UNDERWRITING AGREEMENTCold Spring Capital Inc. • November 4th, 2005 • Blank checks • New York
Deutsche Bank Securities Inc. As Representative of the Several Underwriters c/o Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 19th, 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 the undersigned parties listed under Investor on the signature page hereto (each, an "Investor" and collectively, the "Investors").
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 19th, 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, the Weingarten Children's Trust, the Benjamin R. Stratton Trust, and the Maxwell A. Stratton Trust, (collectively "Initial Stockholders") and Continental Stock Transfer & Trust Company, a New York corporation ("Escrow Agent").
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 4th, 2005 • Cold Spring Capital Inc. • Blank checks • New York
This Agreement is made as of November , 2005 by and between Cold Spring Capital Inc., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation ("Trustee").
QuickLinks -- Click here to rapidly navigate through this documentCold Spring Capital Inc. • November 4th, 2005 • Blank checks • New York
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 Deutsche Bank Securities Inc. ("DBSI") informs the Company of its decision to allow earlier separate trading.
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:
COLD SPRING CAPITAL INC.Cold Spring Capital Inc. • October 19th, 2005 • Blank checks
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").
SECURITIES PURCHASE AGREEMENT by and among COLD SPRING CAPITAL INC., SEDONA DEVELOPMENT PARTNERS, LLC, SEVEN CANYONS INVESTORS, L.L.C., DAVID V. CAVAN and CAVAN MANAGEMENT SERVICES, L.L.C. Dated as of November 3, 2006Securities Purchase Agreement • November 9th, 2006 • Cold Spring Capital Inc. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”) is entered into as of November 3, 2006 by and among (i) Cold Spring Capital Inc., a Delaware corporation (the “Purchaser”), (ii) Sedona Development Partners, LLC, an Arizona limited liability company (the “Company”), (iii) Seven Canyons Investors, L.L.C., an Arizona limited liability company (the “Seller”), and (iv) solely for purposes of Sections 5.3(b) and 5.5 through 5.11, David V. Cavan and Cavan Management Services, L.L.C., an Arizona limited liability company (together, “Cavan”).
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:
QuickLinks -- Click here to rapidly navigate through this documentCold Spring Capital Inc. • October 19th, 2005 • Blank checks • New York
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 Deutsche Bank Securities Inc. ("DBSI") informs the Company of its decision to allow earlier separate trading.
